IJGlobal SPRING 2019.pdf

104
Marching towards merchant European renewables march to the beat of a new drum Issue 374 Spring 2019 IJGLOBAL AWARDS 2018 – WINNERS INSIDE EUROPE Germany moves to cut coal MIDDLE EAST & AFRICA MBR Solar Park’s first CSP NORTH AMERICA Strong start to oil & gas LATIN AMERICA Peru gets connected ASIA PACIFIC Australia’s NSW Regional Rail Project Finance & Infrastructure Journal

Transcript of IJGlobal SPRING 2019.pdf

Marching towards merchantEuropean renewables march to the beat of a new drum

Issue 374 Spring 2019

IJGLOBAL AWARDS 2018

– WINNERS INSIDE

EUROPE Germany moves to cut coal

MIDDLE EAST & AFRICA MBR Solar Park’s first CSP

NORTH AMERICA Strong start to oil & gas

LATIN AMERICA Peru gets connected

ASIA PACIFIC Australia’s NSW Regional Rail

Project Finance & Infrastructure Journal

Issue 374 Spring 2019

1ijglobal.com Spring 2019

19 IJGlobal Awards 2018 – the dealsPro�ling all of the winning deals at this year’s IJGlobal Awards. Discover the transactions from all of the world which moved the market forward.

63 IJGlobal Awards 2018 – the companiesAll of the outstanding companies of this year’s instalment of the prestigious IJGlobal Awards, including the four global award winners leading the pack.

82 Walking on cooling coalsGermany moves to cut coal, sending ripples through the country’s energy sector. By Lyudmila Zlateva & Sophia Radeva.

15 Cover story

Marching towards merchantBanks may have to start accepting merchant risk in order to �nance the next generation of European renewables. By Jon Whiteaker.

Contents

Contents

2ijglobal.com Spring 2019

Editorial DirectorAngus Leslie Melville+44 20 7779 [email protected]

EditorJon Whiteaker+44 20 7779 [email protected]

Assistant EditorEleonor Lundblad+44 20 7779 [email protected]

Funds EditorViola Caon+44 20 7779 [email protected]

Americas EditorIla Patel+44 02 7779 [email protected]

Senior Reporter, AmericasJuliana Ennes+1 212 224 [email protected]

Senior Reporter, Asia PacificMia Tahara-Stubbs+65 8117 [email protected]

Senior Reporter, M&AAlexandra Dockreay+44 20 7779 [email protected]

Reporter, EnergyElliot Hayes+44 02 7779 [email protected]

Reporter, Funds and M&AArran Brown+44 20 7779 [email protected]

Reporter, MEAJames Hebert+44 20 7779 [email protected]

Reporter, Asia PacificDavid Doré+852 2912 [email protected]

Reporter, EuropeEliza Punshi+44 20 7779 [email protected]

Senior Marketing ManagerAndrew Rolland+44 20 7779 [email protected]

Data ManagerNikola Yankulov+359 2 492 [email protected]

Data Analysts: Sophia Radeva, Lyudmila Zlateva, Daniela Todorova, Katerina Ilieva, Miroslav Hadzhiyski, Aleksandar Arsov

Business Development Manager, EMEADoug Roberts+44 207 779 [email protected]

Business Development Manager, AmericasAlexander Siegel+1 212 224 [email protected]

Business Development Manager, AmericasNicolas Cano+1 212 224 [email protected]

Senior Business Development ManagerTim Willmott+44 20 7779 [email protected]

Head of Sales, AmericasSusan Feigenbaum+1 212 224 [email protected]

Head of Subscription SalesNicholas Davies+44 20 7779 [email protected]

Production ManagerSteve Ashenden

Managing DirectorStuart Allen+44 20 7779 [email protected]

CEO, Specialist Information DivisionJeffrey Davies

IJGlobalEuromoney Institutional Investor PLC8 Bouverie StreetLondon, UK EC4Y 8AX +44 20 7779 8870© Euromoney Institutional Investor PLC 2019

ISSN 2055-4842

DirectorsDavid Pritchard (Chairman), Andrew Rashbass (CEO), Wendy Pallot (CFO), Sir Patrick Sergeant, Andrew Ballingal, Tristan Hillgarth, Imogen Joss, Tim Collier, Kevin Beatty, Lorna Tilbian, Jan Babiak

3 From the editor

Briefings6 Funds8 M&A10 Capital Markets12 Policy & Regulations14 People

Europe82 Power struggle

Uncertainty around conventional generation in

Bulgaria could open the door for renewables.

83 Veja Mate offshore wind, GermanyNew shareholders in one of Germany’s largest

offshore wind farms.

Middle East & Africa86 You queue and wait

Kuwait has once again restructured its PPP agency to

kick-start stalled projects.

87 DEWA solar IV, UAEThe MBR Solar Park’s fourth phase is the �rst to

feature CSP technology.

North America90 Funding US wells, not walls

The �rst couple of months of 2019 saw substantial

deals for the oil & gas industry in North America.

91 Tłıcho All-Season Road, CanadaThis P3 project uniquely features First Nations

involvement.

Latin America94 Get connected

Peru turns to project �nancing – and private

investors – to build out its �bre optic network.

95 Autopista al Mar 1, ColombiaThe largest of the 4G road projects sets a new

benchmark for Colombian deals.

Asia Pacific98 Acquisition of Glow Energy, Thailand

Global Power Synergy had to forgo Glow Energy’s

trophy asset to �nally push through its deal with Engie.

99 NSW Regional Rail, AustraliaIts innovative debt structure makes this deal a

path�nder PPP in the Australian infrastructure market.

FROM THE EDITOR

3ijglobal.com Spring 2019

Athletes are keen on the tired sporting cliché of “taking one

game at a time”. As unedifying and uninspiring as this comment

is when spouted post-game by a player seemingly incapable of

original thought, you should grudgingly acknowledge that there

is logic behind it.

We know from our own experience that it helps to stay

focused on the task at hand. To not be deterred by a longer

series of tasks which subsequently need to be completed. Anyone

attempting a long-distance run knows that thinking too much

about the total distance can make your heart sink and your legs

heavy. Better to concentrate on one mile at a time.

This strategy for not being overwhelmed by a terrifyingly

daunting target came to my mind during IJGlobal’s recent

European renewable energy conference. Nestled in the picturesque

English countryside, delegates were fed a sobering state of play.

Some research, including that of the Global Carbon Project

initiative launched at the UN climate summit in Katowice, suggests

carbon emissions are rising not falling globally. This despite

tremendous investments in renewables energy over the last decade.

Various doom-inspiring statistics were bandied around at

the event. One panellist claimed the required capital investment for

keeping global average temperatures rising less than 2%, the target

of the Paris climate agreement, was the equivalent of �nancing the

$6 billion Hornsea II offshore wind project every day of the year.

Despite renewable energy capacity growing at an

exponential rate, power generated from renewables, even in

developed countries, is still less than thermal power.

And political risks are rising. Dieter Helm, a professor at

Oxford University who has written research papers for the UK

government, told conference attendees that no renewables are ever

fully subsidy free.

He argued that if power prices climb higher while the costs

of renewables development continue to fall, power supply will

become an even more political issue. Once renewables take the

energy market to zero marginal costs, it will be left to government

to decide who shoulders the remaining system costs connected to

power supply.

There is no easy answer to that. He notes that none of

the populist leaders to emerge around the work in recent years

support investment in renewables.

Meanwhile the demand for electricity is only set to rise, as

emergent technologies such as electric vehicles and AI, as well as a

move away from fossil fuel generated heat systems, will massively

increase the demand for electricity.

The countries with the highest carbon emission levels

also tend to be the fastest growing economically, with all the

implication for energy demand that implies. A number of

delegates acknowledged that the impact of policies and projects in

Europe is relatively small. What happens in China, India and Sub-

Saharan Africa will ultimately decide global temperatures.

Clearly there are enough bad headlines there to tempt someone

to lose hope but instead I came away from the conference inspired.

No matter what challenge there is facing the fast-changing

European renewables market, there were several delegates on

hand to suggest varying solutions.

The investors, fund managers and developers in the room

were well-aware of the formidable challenge at hand, but like a

long-distance runner they know that you have to stay focused on

the next mile.

The UK government may not be ready or willing to

implement the type of wholesale change Helm recommends. But

a representative from the Department of Business, Energy and

Industrial Strategy convincingly reassured delegates that it is

listening, and that a whitepaper due in July will contain details

on how it plans to address issues around managing the grid and

delivering new generation capacity.

Most agree that its CfD auctions have been a success and

should continue.

There was a consensus view on the inevitability of a

growing number of renewables assets in Europe needed to be

funded on a merchant basis. The structures needed to make

this happen are still up for debate but there is no shortage of

innovative structures being suggested.

Asset optimisation, through repowering or life extension, is

a growing challenge for the market, but assets owners seem willing

to accept that more carrot and less stick may be needed with O&M

providers when assessing how best to share these risks.

What struck me most from attendees was a widespread

willingness to be �exible to �nd solutions to problems.

The ultimate destination seems very far away right now

but that is not stopping those involved in renewables investment

making sure we get through the next few miles.

A formidable challenge

Despite the challenges facing European renewables, there is a willingness among market participants to be part of the solution.

Jon Whiteaker Editor

FUNDS

6ijglobal.com Spring 2019

BriefingsFUNDS

More funds news at ijglobal.com

BlackRock prepares new fundBlackRock is in a pre-marketing phase for

its latest fund.

IJGlobal has learnt that BlackRock

is in pre-marketing for its third global

renewable power fund which will target

assets in the US, Europe, Asia Paci�c and

Latin America.

The new fund will have a target of

$2.65 billion and the investment primary

term will be for 12 years. The fund is

targeting a return of 12%. It should have

a 65:35 split between green�eld assets and

operational assets.

The diversi�ed fund will target 80%

traditional renewable energy assets, while

the remaining 20% will be dedicated to

renewable infrastructure such as battery

storage and EV charging.

Prime Capital maiden fund plans Q3 first closeThe maiden infrastructure fund of

German alternative asset manager Prime

Capital plans to reach a �rst close in Q3,

according to a source.

Prime Green Energy Infrastructure

Fund aims to have raised €300 million

($336 million) at its �rst close in

September, with commitments from

between three and �ve investors.

Thereafter, a second close could

come in March 2020, with a �nal close

between June and September 2020.

Investors are being offered a return of

between 8% and 10%.

The €500 million fund expects to

make seven to 12 investments in total.

It has secured exclusivity over its seed

portfolio comprising two Norwegian

projects and one Swedish.

Ardian reaches final close for Fund VFrench fund manager Ardian has held a

�nal close at €6.1 billion ($6.92 billion)

for Ardian Infrastructure Fund V, which is

the largest Europe-focused infrastructure

fund raised to date.

The fundraise attracted commitments

from 125 investors, from Europe, North

America, Asia and the Middle East. Former

investors re-upping their commitment

accounted for 70% of LPs, while 30% of

the LPs are new clients of Ardian.

Fund V will have a split

investment mandate of 80% allocated

to equity in operational assets and

the remainder allocated to equity in

green�eld development. The fund will

be especially interested in energy (gas,

electricity, renewables) and transportation

opportunities, as well as investing in other

public infrastructure assets including

health and environmental.

EQT IV fund holds €9bn final closeEQT has reached �nal close on its fourth

infrastructure vehicle at the €9 billion

($10.1 billion) hard cap, making it the

largest infrastructure fund so far.

The unlisted vehicle has a mandate

to invest in a number of geographies, but

will focus on operational assets in Europe

and North America – though investment

opportunities in Asia Paci�c will also be

considered – across energy, environmental

and social infrastructure, logistics,

telecoms and transport.

Ticket size will be between €100

million and €600 million, but has the

�exibility to consider larger opportunities

should they arise. Meanwhile, EQT is

planning an expansion in continental

Europe with the opening of two new

of�ces in France and Italy. EQT received

enough interest to have exceeded its hard

cap, but ultimately chose not to raise

the fund size in favour of raising a fund

consistent with what it sees as deal-

availability in the market.

Meridiam’s reopened Africa fund closes at €546m

Paris-headquartered investment �rm

Meridiam has closed its Africa fund at

€546 million ($614 million), having

reopened the vehicle in November (2018).

The reopened Meridiam Infrastructure

Africa Fund (MIAF) exceeded the €510

million target, dwar�ng its €207 million

�nal close in 2016.

MIAF’s initial commitment was fully

invested two years before the end of its

investment period, prompting Meridiam to

reopen the fund to allow MIAF to pursue

follow-on investment opportunities, further

diversify the portfolio, gain exposure to

larger assets, and bene�t from economies of

scale on �xed costs.

MIAF held �rst close in May 2015

with €150 million in commitments, and

reached a €207 million �nal close in July

2016. MAIF is now €350 million invested

with funds anticipated to be committed

in 2021.

First close for Marubeni-Mizuho-AM One fundThe specialist equity investment fund set

up by Marubeni, Mizuho Bank and Asset

Management One in Japan has reached

�rst close.

The fund, MM Capital Infrastructure

Fund I, raised ¥20 billion ($180 million)

Mizuho said it plans to reach out to

a number of investors over the next year

to take it to �nal close.

MM Capital Infrastructure Fund

I is targeting ¥50 billion, for equity

investments in operational assets in the

transportation and energy sectors.

The assets will be generating

steady cash �ows abroad, particularly

in OECD countries.

The fund is managed by MM

Capital Partners Company which is owned

by Marubeni (90%), Mizuho (5%) and

Asset Management One (5%).

M&A

8ijglobal.com Spring 2019

Latest German offshore wind sale launchesNorway’s Equinor is looking to sell its 50%

interest in the 385MW Arkona offshore

wind farm in the German Baltic Sea.

E.ON is the other shareholder in

the asset. The project entered commercial

operations in October 2018 and bene�ts

from a four-year PPA with ENGIE which

will buy the electricity on the German

day-ahead and intra-day market. Located

35km north east of Rugen Island, the

wind farm features 60x Siemens Gamesa

6.45MW turbines.

The Arkona sale process will be one

in a string of recent M&A transactions for

German offshore wind.

Highland Group and Copenhagen

Infrastructure Partners sold 80% of Veja

Mate in February (2019) to Commerz

Real, Ingka Group, Wpd Invest and KGAL

Group for around €600 million ($676

million). Meanwhile, the sale process for

Bard 1 has launched, GIP is in the process

of selling its 50% stake in Gode 1 and the

shareholders of Merkur Offshore Wind

are also seeking to sell their interests.

LS Power launches US CCGT sell-offLS Power has hired Barclays and Goldman

Sachs to run the auction of a pair of

operational, contracted combined-cycle

gas turbine (CCGT) plants in the US.

A teaser for the sale of the 516MW

Carville Energy Center near Baton Rouge,

Louisiana, and 1,127MW Oneta Energy

Center near Tulsa, Oklahoma, was issued

to market in March 2018.

The assets could be sold separately,

a source has said, as the plants were

individually project �nanced. Both CCGT

plants entered operations in 2003 and

feature General Electric 7FA turbines.

Carville has multiple offtakers,

including a utility and a steam customer,

under PPAs expiring in 2032. Most of

Carville’s output is contracted with Entergy

under a 485MW agreement signed in 2011.

Oneta’s offtakers, meanwhile, include a

utility, a municipality and two electric co-

operatives with contracts expiring in 2042.

IFM, PSA and Polish state fund sign DCT Gdansk purchaseA consortium of IFM Investors, Singapore-

based port operator PSA International and

state-owned Polish Development Fund

(PFR) signed a contract in March (2019)

to buy 100% of DCT Gdansk in Poland.

The sellers are Macquarie (64%) and three

Australian superannuation funds (36%).

The buyers valued DCT Gdansk

at between Z5 billion ($1.31 billion) and

Z6 billion. The 2018 EBITDA for DCT

Gdansk was €73.7 million ($83.3 million),

implying a multiple of between 16x and

19x EBITDA. The new owners are due to

re�nance the company’s €130 million debt

as part of the acquisition.

DCT Gdansk’ sale process

launched in Q3 2018, drawing interest

from bidders also including DP World,

Infracapital and QIC.

Japanese consortium invests in Taiwan offshore windGerman developer Wpd has selected a

Japanese consortium as preferred bidder in

the auction of a minority shareholding in

its Yunlin offshore wind farm in Taiwan.

The consortium will buy a collective

27% shareholding, after Wpd put up to

49% on sale. The buyers, led by Sojitz

Corporation, are Chugoku Electric Power

Company, Chudenko Corporation,

Shikoku Electric Power Company and

JXTG Nippon Oil & Energy Corporation.

Other bidders in the auction included

Japanese trading house Itochu Corporation

and Canadian pension fund CDPQ.

The sponsor is close to �nalising the

debt package for Yunlin, having run the

debt and equity processes concurrently.

A local and international bank club is in

place, with close to 20 lenders providing

around NT$80 billion ($2.6 billion) debt.

Ardian exits Indigo Group as it breaks into ChinaFrench fund manager Ardian has exited

its 49.2% shareholding in car parking and

mobility company Indigo Group, having

invested alongside Predica in May 2014.

The buyers are another French

fund manager Mirova, through the Core

Infrastructure Fund II, and German

insurance asset manager MEAG.

Ardian and Predica expanded

Indigo’s business into the Americas,

and then in March (2019) agreed to set

up a €30 million ($33.9 million) joint

venture platform with Chinese parking

management company Sunsea Parking, after

a competitive process to �nd a local partner.

Ardian and Predica ran an auction

back in 2017 to both exit Indigo, though

after �nding a Chinese buyer Shougang

the deal collapsed.

Marubeni exits Saudi power and water plantACWA Power has acquired Marubeni’s

shareholding in the captive power and

water plant that services the Rabigh re�nery

and petrochemicals facility in Saudi Arabia.

Marubeni has sold its 30% stake

in Rabigh Arabian Water & Electricity

Company (RAWEC), which owns the

plant, and its 34% stake in the O&M

company Rabigh Power Company (RPC).

ACWA Power now has a roughly 74%

stake in RAWEC, and an 85% stake in

RPC through its subsidiary NOMAC.

Additional shareholder JGC Corp

retains a 25% stake in RAWEC and a

15% in RPC.

The deal closed on 13 March

(2019), after ACWA Power exercised pre-

emption rights in May 2018.

BriefingsM&A

More M&A news at ijglobal.com

CAPITAL MARKETS

10ijglobal.com Spring 2019

Vinci issues Gatwick bondVinci has issued an £800 million ($1.04

billion) bond on behalf of Vinci Airports

to fund the purchase of a 50.01%

shareholding in London Gatwick Airport

it acquired at the end of last year.

The bond is arranged in two £400

million tranches, one maturing in March

2027 at an annual coupon of 2.25% and

one maturing in September 2034 at an

annual coupon of 2.75%.

The issue was 3x oversubscribed.

BNP Paribas, HSBC, NatWest Markets

and RBC Capital Markets were joint

bookrunners.

Vinci Airports acquired the majority

stake at the end of December 2018 in a

deal valued at £2.9 billion.

KKR’s Altice telecoms towers debt syndicatedFour underwriter banks – BNP Paribas,

Crédit Agricole CIB, DNB Bank and

Natixis – completed the syndication of

the €770 million ($872 million) senior

credit facilities backing KKR’s acquisition

of a stake in Altice’s French telecoms

towers business.

The syndication was oversubscribed

with the following MLAs joining the deal:

Allied Irish Banks, Deutsche Bank, E.SUN

Commercial Bank, Edmond de Rothschild

AM’s BRIDGE funds, Generali Global

Infrastructure, Lloyds Bank, MUFG Bank,

Raiffeisen Bank International and Schroders.

The debt facilities comprise a €470

million acquisition facility to fund part

of the deal along with a €300 million

revolving credit facility to fund new

telecoms business Hivory’s growth.

KKR and Altice formed Hivory in

December 2018. It is the largest independent

telecoms tower company in France, and

third largest in France, with a portfolio of

over 10,000 of Altice’s French towers.

Altice agreed a sale of 49.99% of

SFR TowerCo, the holding company for

Altice’s French telecoms tower portfolio,

to KKR in June 2018. The deal had a

value of roughly €1.8 billion, which

represented 18x the 2017 EBITDA.

GHIAL prices bond for Hyderabad airport expansionGMR Hyderabad International Airport

(GHIAL) has priced a �ve-year senior

secured issuance of $300 million in the

international bond market at a coupon of

5.375%, to �nance the expansion of the

airport in Hyderabad.

The pricing took place on 3 April

(2019), after the bond launched the

week before.

GHIAL is a special purpose vehicle

for the design, �nancing, construction,

operation and maintenance of the Rajiv

Gandhi International Airport (RGIA).

The company will use the proceeds

toward capital expenditure on the master

plan for expanding RGIA. The expansion

will increase the airport’s capacity to 34

million passengers per year.

Mexico agrees to partially repay NAIM investorsThe Mexico City Airport Group (GACM)

and bondholders have reached an

agreement to liquidate bonds previously

issued to �nance the Nuevo Aeropuerto

Internacional de México (NAIM).

Under the agreement, GACM will

pay around Ps34 billion ($1.77 billion).

The payment does not cover the

entire debt of the project. The airport, which

was cancelled after construction reached

around 30%, had a total estimated cost of

$13.3 billion. The project had issued $6

billion in bonds to �nance the construction.

According to the minister of

communications and transport, Javier

Jimenez Espriu, the government will repay

$200 million yearly from the remaining

debt of $4.2 billion.

It is understood that this agreement

was reached so that GACM and the

Mexican government save pension fund

investments which provided a large part of

the bond �nancing for the airport.

Kenya to reissue mobile-based infra bondKenya’s National Treasury was due to

reissue the mobile-based infrastructure

bond M-Akiba in March (2019), after

the bond failed to meet its Sh1 billion

($10 million) target in 2017.

The new bond target is now pegged

at Sh250 million. The maturity is three years

with a �xed 10% interest rate. Proceeds

from the sale will support infrastructure

projects in the East African state.

Kenya’s government had looked to

raise Sh5 billion through M-Akiba, but

underperformed after �rst issue in June

2017 – Sh247.47 million – fell 75% short

of its target.

Airport Authority Hong Kong prices bonds for 3RSAirport Authority Hong Kong (AAHK)

has priced an offering of bonds due 2029

at 78bp above 10-year US Treasuries,

with proceeds going towards the

HK$141.5 billion ($18 billion) Three-

Runway System (3RS) project and

general corporate matters.

The $500 million, 3.45% bond sale

ended a hiatus of more than 15 years from

the dollar bond market for government-

backed AAHK – operator of Hong Kong

International Airport (HKIA).

Advisers to AAHK on the issue

included HSBC and Citigroup as joint lead

managers, and Linklaters.

HSBC and Citigroup guided the Reg

S bond at 105bp. However, strong demand

allowed them to settle on a price of 78bp.

The $3.6 billion �nal order book

had more than 160 accounts split among

investors from Asia (around 91%) and

Europe, Middle East and Africa.

BriefingsCAPITAL MARKETS

More capital markets news at ijglobal.com

12ijglobal.com Spring 2019

POLICY & REGULATION

Trump signs executive orders for energy infraUS president Donald Trump has signed two

executive orders speeding up the process for

energy infrastructure deals in the US and

making it harder for states to block projects

due to environmental concerns.

US secretary of energy Rick Perry

said that Trump took “sweeping action”

to ensure the US reaches it’s full “energy

potential and has the ability to deliver our

historic energy supply both around the

nation and the world.”

According to the president, the

executive orders will: “implement a

comprehensive whole-of-government

approach to streamline the development

of necessary energy infrastructure projects,

and reduce existing barriers to achieving

that goal.”

The Department of Energy will

be required to submit a report to the

president on the impact of limiting the

export of coal, oil, natural gas, and other

domestic energy resources through the

west coast of the US.

The second executive order calls for

streamlining the process for cross-border

international energy infrastructure projects.

Trump recently expressed his support

for TransCanada’s Keystone XL pipeline

project by issuing a new Presidential Permit

at the end of March (2019). The project

was halted in November 2018 after a US

judge in Montana blocked the project

on the grounds that a full environmental

analysis had not been completed.

Estonia halts offshore wind projectThe Estonian government has decided

not to proceed with an application for

a 600MW offshore wind farm, citing a

potential threat to national security.

A government spokesperson said

that the building permit �led by developer

Saare Wind Energy was refused on the basis

that, should it be granted, the applicant

may pose a risk to public order, social and

national security. The Ministry of Justice is

leading the challenge for the administration.

Saare Wind Energy has been working

on a plan to build an offshore wind farm

of 100x 6MW turbines off the island of

Saaremaa since 2015. Capex on the wind

farm is €1.7 billion ($1.91 billion).

The developer last sent a request

to the government at the end of 2017 for

the latter to make a decision regarding the

initiation of a building permit procedure.

The plan was for the wind farm

to have an annual output capacity of

2,800GWh, around 30.9% of Estonia’s

total electricity output in 2015.

Colombia rethinks power auctionsThe Colombian government has been

studying the possibility of making

participation in the long-term power

auction mandatory for the demand side.

The country’s �rst long-term

renewable power procurement process

ended earlier this year in February (2019)

and did not go to plan. No projects were

awarded, though it did attract interest

from international and local players.

The main problem according to

sources was a lack of interest from the

demand side. The government is currently

planning a new auction for either Q2 or

Q3 2019, with adjusted rules.

Among lessons learned from

the failed auction was the need for a

mechanism to create enough incentive

for the demand side to participate more

actively, or to including mandatory

participation in the auction.

Mandatory participation would

reduce the exposure of the demand side to

price volatility on the free market.

The Colombian government is also

looking over the possibility of creating

a guarantee scheme for the contracts

and launching an agenda for two power

auctions per year over the next two years.

Finland supports onshore windIn late March, the Finnish Energy Authority

awarded subsidies to support seven projects

in its �rst technology-neutral tender.

A total of 26 bids were received by

the authority – all for onshore wind – but

19 were rejected.

Average price for successful bids

was €2.49 ($2.81) per MWh. The lowest

accepted bid was for €1.27 per MWh

while the highest was €3.97 per MWh.

The price of accepted bids weighted

according to the yearly production of the

capacity on offer, was €2.58 per MWh

Meanwhile, the average price of the

declined bids was €8.52 per MWh. The

auction was open to projects generating

electricity from wind, solar, wave power,

biomass and biogas. The maximum annual

electricity generation for tenders was

1.4TWh. The combined annual production

of the accepted projects was 1.36TWh.

All awarded projects will receive a

premium based on its respective tender. A

full premium is paid when the average of

the three-month market price of electricity

is equal to or lower that the reference

price of €30 per MWh. If the market

exceeds the reference price, a sliding scale

will be used. No aid will be paid if the

market price is higher than the sum of the

reference price and the approved premium.

The subsidy will be paid for a period

of 12 years. This period will begin no later

than three years from the date on which the

approval decision was given. The maximum

annual cost incurred by the state from the

premium scheme total €3.5 million. This

is less than 5% of the costs incurred to

the state from the FiT system for the same

annual electricity production.

BriefingsPOLICY & REGULATION

More policy & regulation news at ijglobal.com

POLICY & REGULATION

PEOPLE

14ijglobal.com Spring 2019

BanksFormer Natixis managing director Ranjan

Moulik has started a new role as MD

and head of �nancing at energy M&A

specialist IKAV. He started this new role

in March and will continue to be based

out of Paris, but will now focus his efforts

on equity opportunities in the renewable

energy space. Moulik stepped down from

his position as global head of power and

renewables at Natixis in late February,

having led the project �nance business for

nearly six years in Paris.

National Australia Bank has hired Barry

Dale at a director-level position in London.

Dale most recently served as energy and

infrastructure director at Scotiabank.

Also joining the swelling ranks at NAB’s

London of�ce is Camélia Chenaf, who

comes from SMBC where she has worked

since the summer of 2013, rising to vice-

president level in the Japanese bank’s

project and acquisition �nance team with

a primary focus on transport.

Canada Infrastructure Bank has hired

Sara Alvarado as head of risk, based in

Toronto. Alvarado has over 28 years

banking experience, and until last year

(2018) was a senior of�cer, infrastructure

new products and special transaction at

the EIB. She focused on the investment

plan for Europe to catalyse private sector

�nancing in policy priority sectors.

AdvisersSharlene Hay has joined BTY Group

as a director in its PPP advisory team

in London. Hay has over 10 years’

experience as an engineering and

infrastructure adviser. She joins from

Infrata where she was worked in the role

of principal consultant for over four years.

Clifford Chance

has appointed Toby

Parkinson as partner

in its infrastructure

division in London.

Parkinson returns

to the magic circle �rm from OMERS

Infrastructure, where he worked as

director of legal for three years and

provided legal advice to the transaction

teams in London. Parkinson �rst joined

Clifford Chance in 2006, where he worked

in the �rm’s infrastructure and private

equity team for 10 years.

Crowell & Moring

has appointed Robin

Baillie as a partner in

its energy practice in

London. Baillie joins

from Squire Patton

Boggs, where he headed its infrastructure

practice in the UK and Europe for over

four years. He has more than 20 years’

experience advising on energy and

infrastructure projects globally, with a

focus on the UK and North America.

Sponsors Dougie Sutherland

has stepped down

from Interserve’s

board of directors

following a dispute

with the group’s

shareholders over its rescue plan, which

was eventually rejected at another

shareholders’ meeting, causing Interserve

to go under administration. Sutherland

remains managing director of Interserve’s

developments division. He has been with

Interserve for over 12 years, having played

an important role in the Fit for Growth

business transformation programme.

UK �bre-to-the-premises network operator

Gigaclear has appointed Gareth Williams

as its chief executive. Williams, who

joins Gigaclear from Interoute, replaces

Matthew Hare who the company had

been trying to replace since last summer

following its acquisition by M&G

Prudential›s infrastructure investment

manager Infracapital, and after struggling

to deliver a number of new broadband

contracts under Hare’s watch.

Asset ManagersBrooks Kaufman has left IFM Investors

after spending nearly a decade with the

�rm, most recently as an investment

director of infrastructure based in New

York. Before joining IFM Investors in 2010,

Kaufman served on the board of directors

for the Duquesne Light for almost seven

years.

Meanwhile, IFM Investors has

appointed Lucie Mixeras as a director in

London. She joins from Crédit Agricole

where she was at vice-president level and

had worked for almost eight years. In her

new role, Mixeras will report into David

Cooper on the infra debt team.

Green Investment Group (GIG) managing

director Bill Rogers has resigned from

his role as head of distributed energy

and onshore wind, and is understood to

be on the verge of joining a Canadian

pension fund investor. Meanwhile,

Richard Braakenburg, who was senior

vice-president for distributed energy

and onshore renewables at GIG, has

also stepped down from his position

at the Macquarie-owned platform to

take on the role of CFO at Pivot Power

– an energy storage and electric vehicle

charging specialist.

Rogers spent more than six years at

GIG, having joined from Hudson Clean

Energy where he was managing director.

Braakenburg also spent a little more than

six years at GIG, having joined from the

UK Department of Energy and Climate

Change (DECC) where he was a senior

banking and �nance analyst.

BriefingsPEOPLE

More people news at ijglobal.com

15ijglobal.com Spring 2019

Given the slow growth of the corporate PPA market, some argue banks will have to start

accepting merchant risk in order to finance the next generation of

European renewables. By Jon Whiteaker.

Marching towards merchant

EUROPEAN POWER

16ijglobal.com Spring 2019

EUROPEAN POWER EUROPEAN POWER

Fundamental changes to the

European power market mean it is

marching in a new direction, though

arrival time (and ultimate destination) are

far from certain.

Unlike in North America, European

project �nance banks have not had to get

comfortable with full merchant risk for

conventional power, largely due to a lack of

new-build projects. Meanwhile renewable

energy assets the world over have until

recently been protected from variable

power prices by generous subsidies.

However, with governments

withdrawing subsidies for renewables and

a huge backlog of wind and solar plants

to be developed over the next decade, we

are going to see a profound change in how

European renewables are funded.

Countless con�dent market reports

and panellists at industry events have

been keen to promote corporate PPAs

as the solution to �nancing projects

in a post-subsidy world. Scepticism is

growing though.

In Chandra’s telling, most corporate

entities “do not have the incentive to

contract power over the long-term,

especially when you are in an environment

where prices are going to fall.”

The corporate PPA market has

certainly been growing in Europe, as it has

elsewhere, but Chandra is not the only one

to note a limit to corporate appetite.

“Clearly there’s a requirement for

more contracts. There is more demand

from generators for quality PPAs than

there are contracts available,” says Ricardo

Piñeiro, partner at Foresight Group.

New forms of state support or

regulation could provide extra comfort for

lenders and investors though there is little

certainty what this support would look

like even if it does emerge.

Which is why many now think

banks will have to start accepting

merchant risk on renewable power

transactions in Europe.

Anything but fully merchant“There is still a big resistance

from banks to do fully merchant

transactions,” according to Alejandro

Ciruelos, managing director, project &

infrastructure �nance at Santander.

He argues that lenders will only

accept some merchant risk if there is a

level of contracted revenue for the project

to anchor a debt �nancing off.

But will enough offtake agreements

emerge to meet demand?

Though the volume of corporate

PPAs is still low, some remain con�dent

that these contracts will provide the main

solution to the funding challenge.

“There is a lot of appetite from

corporates to enter into PPAs, not

least because they can use it towards

their sustainability goals,” said Sophie

Dingenham, corporate & projects partner

at law �rm Bird & Bird.

Dingenham says that many small

and medium sized companies are now

looking at longer-term power contracts

and she is con�dent “corporate PPAs can

support a large chunk of the renewable

energy generation in the coming years”.

Research from Bird & Bird shows

that corporate PPAs accounted for 7.2GW

of power purchased from generators

between January and July 2018, across 28

different markets globally. This is up from

just 5.4GW for the whole of 2017.

Bird & Bird estimates that 80% of

these corporate PPA deals were signed in

the US or in Nordic countries, however,

with activity in the rest of the world thin

on the ground.

Though there is interest on

the corporate side, there are no

standardised solutions and it is a slow

process for counterparties to fully

understand their obligations.

As Foresight’s Piñeiro says: “By

being available to discuss it doesn’t mean

corporates are prepared to sit down and

negotiate a contract”. He also notes that

there have actually been very few corporate

PPAs signed in most European markets.

Though sleeved and private wire

corporate PPAs may remain relatively

rare, Rob Dornton-Duff, managing

director at Riskbridge Associates, sees

a growing market for synthetic PPAs –

effectively a power hedge without a direct

physical offtake.

“There is an emerging market for

power hedging and it’s possible to hedge

UK and some European power out to 5

years in �xed rates, and as far as 10-15

years with caps, in reasonable quantity.”

“Clearly it is much better from

a bankability perspective to create a

synthetic PPA or hedge instead of running

merchant risk: merchant power is typically

a last resort. If there is any other option

people will take it.”

Dornton-Duff also thinks

governments will have to �nd a solution

if there is not enough contracted power

available to support their renewable

energy pipelines.

“The future of power in Europe is fundamentally going to be merchant”. That opinion may have seemed fanciful until

fairly recently, but Hari Chandra, managing director and global co-head of power, energy and infrastructure at Cantor Fitzgerald, is con�dent in his prediction.

Ricardo Piñeiro, Foresight Group

17ijglobal.com Spring 2019

EUROPEAN POWER EUROPEAN POWER

Falling project costs have fuelled the

march towards zero subsidies. If �nancing

gets more expensive, bidding will become

less aggressive.

“It’s a bit circular. If your debt

pricing goes up because it’s merchant,

then the subsidy bids will re�ect that.

You won’t have zero bids on subsidies,”

Dornton-Duff says.

Though this tension may force

governments in southern Europe to

provide some subsidy support, Piñeiro

does not expect to see other state-led

solutions emerge: “I don’t see any

indication that governments wish to

regulate or incentivise corporates to enter

PPAs directly with generators. This trend

will continue to be driven by corporate

sustainability targets.”

If sponsors must take merchant

exposure, some say this will just result in

renewables not being project �nanced.

“Equity capital may be willing to

take that merchant risk, with no leverage at

the project level,” Santander’s Ciruelos says.

Banks led by the noseIt is easy to make a case that if the

market moves towards merchant power

it will be sponsors rather than lenders

leading the way.

How quickly offshore wind moved

from a risky technology to a safe bet

for most PF banks shows lenders have

ultimately proved �exible in order to keep

doing deals.

Stewart Robinson, managing

director of power, energy and infrastructure

at Cantor Fitzgerald, says: “There are a

growing number of European investors

who are looking at deals with a merchant

tail, and increasingly pure merchant deals

that they recognise will play a part in how

the future pipeline gets �nanced.”

Robinson thinks there will still

be instances where a corporate PPA is

appropriate, and that there will be more

of these contracts than we see in the

market now, but says there is a price to

that certainty.

Renewable energy projects will

never again yield the high returns they

did under feed-in tariff schemes, which

makes it increasingly important to

maximise revenues.

“If PPAs were being offered at no

discount, everyone would be taking them

on. But everyone is either offering them

at a discount or signi�cant discount,”

according to Carlos Candil, MD for

power, energy and infrastructure at

Cantor Fitzgerald.

Sponsors may need to provide more

equity in this environment, but banks will

still play a role.

“Gearing will be reduced as a

result of the lower level of contracted

revenues,” Foresight’s Piñeiro says. “This

will increase equity funding requirements

compared to subsidised assets in terms of

percentage of total funding.”

If the US market acts as a

model, sources suggest a Term Loan B

market may emerge. Forward purchase

agreements, power hedges, cash trapping

and cash sweeps could also all become

common transaction features.

Piñeiro thinks most lenders are

aware of the challenges in the market

and are considering solutions: “Most

of our relationship banks have showed

interest and willingness to engage

in �nancing unsubsidised projects,

especially in Spain and Portugal, as those

markets are more advanced.”

He says banks are analysing power

price sensitivity and the minimum price

they can accept. They have been looking

at power price forecasts anyway but now

must take a view.

Piñeiro can see shorter PPAs

matched with shorter-term debt: “I

would expect to see more mini-perm type

structures, with an element of re�nancing

risk that the sponsors will need to be

comfortable with. We are probably going

to see an increase in margins to re�ect the

merchant nature of the project, and the

gearing will decrease”.

The Spanish impositionThese types of merchant structure are

likely to appear in Spain �rst.

The country was badly bruised by

a generous subsidy scheme that led to

an unsustainable government debt pile.

The Spanish government announced a

moratorium on subsidies in 2012 and

retroactively cut feed-in tariffs a year

later. Since Spain’s renewables market

was revived in 2016, over 8GW of new

development rights have been awarded.

The projects awarded via auctions

bene�t from a pricing �oor but only

receive the market price for power.

Some developers are seeking

corporate PPAs but they have been hard to

come by to date.

Foresight signed on the �rst

corporate PPA for a solar asset in Spain,

a contract with Energya-VM for the

3.9MW Las Torres de Cotillas in Murcia,

in December 2017. It is understood they

are close to a second corporate PPA in the

country but clearly development of this

market has been slow.

Rob Dornton-Duff, Riskbridge AssociatesCarlos Candil, Cantor Fitzgerald

EUROPEAN POWER

18ijglobal.com Spring 2019

More recently, Nike signed a

PPA with Iberdrola and Caja Rural de

Navarra for 40MW of renewable power

earlier in February 2019 – the third such

deal between the sports company and

Iberdrola. The project that will supply the

power, Cavar Wind, however has a total

capacity of 111MW.

If large international corporates

are unwilling to take all the power

from a single wind farm, it shows how

dif�cult it is to eliminate all market risk

on these projects.

Cantor’s Candil says: “Spain is the

�rst market in Europe which has come

through with a large enough scheme of

assets which is being built. Some utilities

will build on balance sheet but others

will not.”

Cantor Fitzgerald has already

advised on one merchant power

transaction in Spain, though this was

a re�nancing of Arclight’s operational

Bizkaia gas-�red plant located in the

Basque region. As much as 66% of the

three-year debt is due to be repaid through

merchant cash�ows, and the private

placement was made to European, non-

Spanish, investors.

If established institutional investors

are taking merchant risk on debt for an

operational gas-�red power plant in Spain,

it doesn’t seem a huge stretch for banks to

lend to new-build merchant renewables in

the country.

“The new-build cost for solar in

Spain is now around €600,000 per MW,

down from €10 million per MW around

10 years ago,” Candil says. “At that price

it is very comparable to new gas-�red,

particularly when the stated load factors

for a modern-day CCGT are much higher

than they really are. So the power output

starts to be comparable”.

Lower project costs mean a lower

debt requirement. Banks look set to

provide at least some of the debt required

for these projects on a merchant risk basis.

The lack of subsidy support in

Spain and Portugal is forcing sponsors

to try to structure merchant �nancings.

Some expect projects in Eastern European

markets to follow suit and others think the

UK and German markets could be next if

proven structures emerge.

Sources suggest there are active

discussions happening on UK merchant

solar deals already.

The emergence of a merchant

power market in Europe now looks far

from fanciful.

Alejandro Ciruelos, Santander

IJGLOBAL AWARDS 2018

19ijglobal.com Spring 2019

It is that time of year again. IJGlobal is delighted to announce the winning deals and winning companies for the IJGlobal Awards 2018.

Gala awards ceremonies were held in London, New York, Dubai and Singapore during March to celebrate this year’s winners. The ceremonies were the end of a six-month process to identify the outstanding transactions and companies from 2018.

Each of the winning transactions and companies, across all regions and every sector category, are pro�led in the following pages.

Congratulations to all the winners!

EuropePage

22 European Offshore Wind SeaMade

23 European M&A Acquisition of John Laing Infrastructure Fund

23 European Telecoms Open Fibre Broadband

23 European Transmission & Distribution Idex Acquisition

24 European Water SAUR Acquisition

24 EuropeanPorts RotterdamWorldGatewayRefinancing

24 European Airports Belgrade Nikola Tesla Airport

25 European Rail Wales & Borders

25 EuropeanRefinancing TheM25Refinancing

25 EuropeanRoads 1915CanakkaleBridge&Motorway

26 European Social Infrastructure Haren Prison PPP

26 EuropeanBiomass GreenaliaBiomassPowerCurtis-Teixeiro

26 European Hydro Power Acquisition of Menzelet and Kilavuzlu HEPPs

27 EuropeanSolar RTRPortfolioAcquisitionandRefinancing

27 EuropeanWaste CoryRiverside

27 European Onshore Wind Tesla Wind: Dolovo Wind Farm

28 European Midstream Oil & Gas Gas to the West

28 European Upstream Oil & Gas Neptune Energy

28 European Power Bizkaia Energia

21ijglobal.com Spring 2019

22ijglobal.com Spring 2018

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

European Offshore WindSeaMadeThe 487MW SeaMade offshore wind

farm in the North Sea was to an extent

an ef�cient and straightforward project

�nancing deal, with the sponsors bringing

the project across the line in less than

three months after launching the €1

billion ($1.1 billion) debt �nancing.

But make no mistake, SeaMade’s

journey from procurement to �nancial

close was not a simple one; it took a

fair share of political wrangling and the

merger of two separate projects (and

sponsor teams) to �nally achieve a deal

featuring one of the lowest interest rates

in 2018 for offshore wind debt.

SeaMade is the result of the

merger of two Belgian offshore wind

farms: the Otary consortium’s Seastar

project, and Otary and Engie Electrabel’s

Mermaid project.

Seastar and Mermaid were among

four offshore wind projects at the �nancing

stage that the Belgian government had

threatened to cancel in 2016, deeming the

subsidy packages too generous. With the

costs of developing offshore wind projects

in Europe having fallen dramatically in the

previous year, the government was keen to

achieve similar price reductions.

However, the Belgian government

had limited means and time to renegotiate

the subsidies. Under pressure to

decommission its two nuclear power

plants by 2025 (which account for 60% of

the country’s generating capacity) and to

increase its offshore wind capacity to 2GW

by 2020 meet EU emission targets, there

was no time to retender to the projects.

Instead, the government negotiated

a new tariff of €79 per MWh, allowing the

projects to proceed.

The sponsors of Seastar and

Mermaid ultimately decided to restructure

the projects’ ownership structures so

the full development could be �nanced

through one transaction.

The European Commission

approved the merger of the projects in

July 2018, resulting in Dutch utility Eneco

joining the equity consortium of the

SeaMade project. The new shareholding

structure comprised: Otary (70%);

Electrabel (17.5%); and Eneco (12.5%).

Otary is a consortium of eight

Belgian companies: investors Socofe, Rent-

A-Port Energy and SRIW, local authority

investment vehicle Z-kracht, dredging

company Deme, offshore developer

Aspiravi, and renewables developers Elicio

and Power at Sea. Each hold a 12.5%

stake in the consortium.

The Otary-led sponsor team reached

�nancial close on the €1.3 billion SeaMade

project in December 2018, with Eneco

signing a 15-year PPA to offtake all of the

power from the asset in the same month.

FinancingDebt �nancing for the project began in

March and featured a hedging strategy

with contingent hedge implemented prior

to �nancial close. The �nancing had to be

tailored to address SeaMade’s twin project

con�guration: it consists of two sites

with two concessions, resulting in two

cash �ow streams covered by one single

contractual set up.

The consortium of Otary,

Electrabel and Eneco closed on the €1

billion debt provided by a group of

�nancial institutions including the EIB,

Denmark’s EKF and a club of 15 banks.

This makes the gearing for Seamade

the highest yet in any offshore wind

jurisdiction, with only €300 million

equity being provided by the owners.

EKF covered €100 million of the

€804 commercial debt, with the remaining

€704 million being uncovered. All 15

banks participating in the project �nancing

provided roughly €50 million equal tickets

with pricing coming in at 135bp above

Euribor over the 1.5-year construction

period, and then 125bp for the remaining

16 years. The EIB provided €250 million

via the European Fund for Strategic

Investments. All lenders lent on the same

terms, including the EIB tranche.

ConstructionSeaMade is the last of the Belgian offshore

wind farms to be procured with subsidies.

It is set to feature 58x 8.0MW-167 DD

WTG Siemens Gamesa turbine mode

that will have a 167 meter diameter. The

turbines were still not certi�ed at the time

of �nancial close but will be erected on

monopile foundations.

Construction is due to start later this

year, and the sponsors are aiming to have

the project connected to the grid by 2020.

Once operational, SeaMade is

expected to be the largest offshore wind

project and infrastructure project to date

to be developed and �nanced in Belgium.

It will have signi�cant impact on Belgium’s

target of obtaining 13% of its energy from

renewable energy sources by 2020. Half

of this is due to be sourced from offshore

energy, and SeaMade is set to contribute

to almost 25% of the required offshore

energy production.

Each of the project’s twin wind

farms will each have its own offshore

substation which will collect the electricity

produced by the Mermaid and Seastar

sites, convert it from 33kV to 220kV and

export it to the offshore grid operated by

Elia System Operator.

Engie Fabricom, Tractebel, Smulders

and Geosea will be responsible for the full

EPCI of the substations.

Total value: €1.3 billion

Debt: €1 billion

Equity: €300 million

Sponsors: Otary, Electrabel, Eneco

Lenders: ASN Bank, Bank of

China, Bel�us Bank, BNP Paribas,

Commerzbank, EIB, ING Bank, KBC

Bank, KfW IPEX-Bank, MUFG Bank,

Rabobank, Santander, Siemens Bank,

Société Générale, Sumitomo Mitsui

Trust Bank, Triodos

ECA: EKF

Tenor: 17.5 years

Pricing: 135bp above Euribor over

the construction period, 125bp for the

remaining 16 years

Advisers: Société Générale, Allen &

Overy, Loyens & Loeff, Linklaters,

Kromann Reumert, Mott MacDonald

Financial close: 3 December 2018

23ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

European Transmission & DistributionIdex AcquisitionThis deal saw Antin Infrastructure Partners

acquire Idex, one of the largest energy

infrastructure and energy services companies

in France, from fellow investment �rm Cube

Infrastructure Managers.

Cube launched a competitive sale

process for the asset at the beginning of

the year, having bought the company from

IK Investment Partners in 2011 through

the Cube Infrastructure Fund.

Antin was named successful bidder

in May, and is understood to have defeated

Mirova and Partners Group in the �nal

round of the action with a valuation of

around €1.3 billion ($1.5 billion).

Antin provided equity from its third

fund Antin Infrastructure Partners III to

�nance the deal, while BNP Paribas, Crédit

Agricole, HSH Nordbank, Natixis and

NatWest Markets were the underwriters

on the roughly €673 million of debt

facilities. The debt consisted of a €453

million acquisition facility, a seven-year

€200 million capital expenditure facility

and a €20 million revolving credit facility.

Idex operates numerous French

district heating and cooling networks,

energy-from-waste facilities and biomass

boilers alongside a portfolio of energy

services contracts.

A key feature of the deal was selling

the business in such a way as to ensure

that the separate arms of the business

could be run as independently as possible,

ensuring greater attractiveness to private

equity players in light of a future sale date.

Total value: €1.3 billion

Debt: €673 million

Seller: Cube Infrastructure Fund

Buyer: Antin Infrastructure Partners III

Lenders: BNP Paribas, Crédit Agricole,

HSH Nordbank, Natixis, NatWest

Markets

Tenor: 7 years

Advisers: Clifford Chance, RBC Capital

Markets, Fresh�elds, Rothschild

Financial close date: 18 July 2018

European TelecomsOpen Fibre BroadbandOpen Fibre, owned by Italian utility

Enel and Cassa Depositi e Prestiti (CDP),

succeeded in securing a mammoth debt

�nancing worth €3.47 billion ($3.97

billion) to form part of a €6.5 billion

outlay of economy-boosting �bre

infrastructure across Italy.

The transaction constitutes the largest

project �nancing of broadband in Europe,

which will allow the rollout of broadband

grids in developed, highly populated areas,

as well as other, less developed, rural ones.

The national �ber-to-the-home (FttH) type

�bre optic network is expected to cover 18.8

million households across 271 cities and

over 7,000 municipalities.

The project represents a strategic

move for Italy in order to achieve the

targets set out by the 2020 Digital Agenda

to reach 85% of the population with at

least 100Mbps connection.

The €3.47 billion debt package

consisted of a seven-year €2.8 billion term

facility, a €370 million guarantee facility

and a €300 million revolving credit facility.

The deal was entirely underwritten

by BNP Paribas, Société Générale and

UniCredit, joined by CDP and the EIB as

initial mandated lead arrangers. The debt

facilities were syndicated to 10 Italian and

international banks: Banca IMI; Banco

BPM; MPS Capital Services; UBI Banca;

Crédit Agricole; ING; Caixa Bank; MUFG

Bank; NatWest; and Banco Santander.

Debt: €3.47 billion

Sponsors: Cassa Depositi e Prestiti

(CDP), Enel

Lenders: BNP Paribas, Société Générale,

UniCredit, CDP, EIB, Banca IMI,

Banco BPM, MPS Capital Services, UBI

Banca, Crédit Agricole, ING, Caixa

Bank, MUFG Bank, NatWest, Banco

Santander

Tenor: 7 years

Advisers: White & Case, Aon, Arthur

D. Little, Ashurst, EY, Gianni Origoni

Grippo & Partners

Financial close: 15 October 2018

European M&AAcquisition of John Laing Infrastructure FundThe acquisition of the John Laing

Infrastructure Fund (JLIF) was a seminal

deal of 2018, marking a number of

milestones, including the �rst ever take-

private of a FTSE 250 listed infrastructure

fund with a premium listing on the LSE.

JLIF had 67 investments spread

across six countries at the time of

the takeover, but its share price had

suffered owing to the collapse of UK

construction company Carillion and

political uncertainty surrounding PFI/PPPs,

resulting in a signi�cant discount to NAV.

Dalmore Capital identi�ed John

Laing Capital Management-managed

JLIF as a potential target in 2017,

later identifying Equitix Investment

Management as a co-sponsor to help

raise the roughly £1.6 billion ($2 billion)

required for the acquisition. Initially

rejected by the JLIF board, the consortium

eventually convinced it of the merits of

the deal and a scheme of arrangement was

put in place which garnered support from

the requisite number of shareholders in

September 2018.

Financial close on the deal was

reached the following month, concluding

a landmark transaction in the listed

infrastructure space.

Total value: £1.667 billion

Debt: £1 billion

Equity: £667 million

Buyer: Jura Acquisitions Limited

Seller: John Laing Infrastructure Fund

shareholders

Lenders: Lloyds, NatWest

Tenor: 12 months plus 12 months

extension

Pricing: �oating margins of 1.25%

in the �rst 12 months, 1.75% for

the subsequent 12 months, 2.25%

thereafter

Advisers: Allen & Overy, Aon, KPMG,

Lazard, Macquarie Capital, Stifel, WSP,

CMS, JP Morgan Cazenove, Rothschild

Financial close: 12 October 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

24ijglobal.com Spring 2019

European AirportsBelgrade Nikola Tesla AirportVinci Airports reached �nancial close on the

concession to �nance, operate, maintain,

extend and upgrade Serbia’s Nikolas Tesla

Airport in December, less than one year

after it was selected as preferred bidder

following a competitive public tender.

Plans to privatise the airport

(which is 83.15% owned by the Serbian

government, while 16.85% of airport

company Aerodrom Nikola Tesla trades

on the Belgrade Stock Exchange) �rst

surfaced in late 2015, attracting 27

indicative offers by March 2017.

Vinci Airports was selected

as preferred bidder in early January

2018. The company signed the 25-year

concession agreement a few months later,

agreeing to a €501 million ($563 million)

upfront concession fee.

To complete the transaction, Vinci

Airports raised roughly €420 million

in loans from the IFC, EBRD, Proparco

and DEG, and six commercial lenders.

The IFC and EBRD each provided a

€72 million A loan and a €110 million

B loan. Banca IMI, UniCredit, Erste

Group, Kommunalkredit, CIC and

Société Générale joined the deal on the

B loan syndication.

The debt will cover part of the

concession fee as well as the extension

and upgrade works driving the airport’s

development.

Total debt: €420 million

Sponsor: Vinci Airports

DFI lenders: DEG, IFC, EBRD,

Proparco

Commercial banks: Banca

IMI, UniCredit, Erste Group,

Kommunalkredit, CIC, Société Générale

Tenor: 17 years (IFC and EBRD loan

A), 15 years (DEG, Proparco, and IFC

and EBRD loan B)

Advisers: Allen & Overy, Infrata, BDK

Advocati, Dentons, Lazard, Orrick,

Mott MacDonald

Financial close date: 17 December 2018

European PortsRotterdam World Gateway RefinancingRotterdam World Gateway (RWG), a

major container terminal opened in 2015

and owned by a consortium of APL,

MOL, HMM, CMA CGM and DP World,

achieved a signi�cant re�nancing in 2018

with Société Générale CIB acting as sole

�nancial adviser and placement agent

on €371 million ($415 million) of senior

bonds raised in the USPP market.

The deal attracted strong investor

interest from Europe and North America.

The quality of the asset, its shareholders

and its customer offering resulted in an

oversubscription by 3.8 times the funding

requirement, enabling Société Générale CIB

to tighten the pricing prior to allocation to

nine major accounts.

The new debt will be used to

re�nance RWG’s existing debt facilities,

close out existing swaps and pay other

costs, including signi�cant savings in

interest costs.

The new �nancing structure

will also provide a �exible platform to

facilitate the expansion of the terminal.

RWG can accommodate ultra

large container vessels and has an annual

capacity of 2.35 million TEU. It has

eleven deep-sea cranes, three barge/feeder

cranes, two rail cranes and 50 automatic

stacking cranes.

Total value: €371 million

Total debt: €371 million

Borrower: Rotterdam World Gateway

Sponsors: DP World, APL, CMA CGM,

Hyundai Merchant Marine, Mitsui

OSK Lines

Bond arranger: Société Générale

Bond investors: Aegon, Allianz, Aviva,

Macquarie, Metlife, Nationwide,

Northwestern, Nuveen, Sun Life

Tenor: 17 years and 11 months

Advisers: Allen & Overy, BDO, Clifford

Chance, Marsh, Royal Haskoning

DHV, Société Générale CIB, WSP,

Norton Rose Fulbright

Financial close date: 6 April 2018

European WaterSAUR AcquisitionEQT’s maiden infrastructure investment

in France saw two of its funds

successfully acquire and re�nance French

water utility SAUR Group.

EQT acquired a majority stake in

the Saur holdco Holding d’Infrastructures

de Metiers de l’Environnement (HIME)

via the EQT Infrastructure III and the

EQT Infrastructure IV funds, alongside

BNP Paribas, SWEN Capital partners

and two more co-investors that took a

combined 25% of the enterprise. The

enterprise valuation was close to €1.6

billion ($1.8 billion).

The sellers, a group of former

creditors led by BNP Paribas and

Groupe BPCE, took over HIME in 2013

following the holdco’s close encounter

with bankruptcy.

The business was an attractive one,

considering not only SAUR’s domestic

operations but also its global presence

with engineering operations in Poland,

Saudi Arabia, Scotland and Spain.

BNP Paribas and Natixis were the

underwriters on the €1.04 billion debt

package, which consisted of three facilities:

a seven-year €786 million term loan with

the purpose of re�nancing existing debt; a

seven year €160 million capital expenditure

facility to fund the capex programme and

permitted acquisitions; and a seven-year

€100 million revolver for �nancing general

purposes and debt service payment.

Total value: €1.6 billion

Total debt: €1.04 billion

Total equity: €560 million

Buyers: EQT Infrastructure with BNP

Paribas, SWEN Capital Partners and

two more co-investors

Sellers: BNP Paribas, Groupe BPCE and

other shareholders

MLAs: BNP Paribas, Natixis

Tenor: 7 years

Pricing: low-200s over Euribor

Advisers: Clifford Chance, DNV GL,

McKinsey, Rothschild, BNP Paribas,

Fresh�elds, Morgan Stanley, Natixis

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

25ijglobal.com Spring 2019

European Roads1915 Canakkale Bridge & MotorwayThis deal saw a Turkish-Korean sponsor

team assemble a group of over 20 banks

and �nancial institutions to bring one

of the most ambitious of Turkey’s recent

transport projects across the �nishing line.

A consortium of Yapi Merkezi,

Limak, SK and Daelim was awarded the

BOT project in January 2017, outbidding

Japan’s IHI, China’s CRBC, and Turkey’s

Cengiz and Kolin.

The winning team signed a 16-

year concession with Turkey’s General

Directorate of Highways in March of

that year.

The sponsors brought together 23

banks and institutions on the impressive

€2.265 billion ($2.54 billion) debt

package which featured ECA-covered

commercial debt, ECA direct lend, Islamic

and uncovered local tranches.

Total value: €3.1 billion

Total debt: €2.265 billion

Sponsors: Yapi Merkezi (25%), Limak

(25%), SK (25%), Daelim (25%)

Lenders: Standard Chartered,

Natixis, ING, Deutsche Bank, Bank

of China, DZ Bank, ICBC, Intesa

Sanpaolo, Siemens Bank, ICIEC

(Islamic Development Bank), Korea

Development Bank, Kuwait Finance

House, KEB Hana Bank, Shinhan Bank,

EKF, Korea Eximbank, Finansbank,

Garanti, Akbank, Isbank, Vakifbank,

Yapi ve Kredi Bankasi, Kuveyt Turk

ECAs: KSure, Korea Eximbank

Tenor: 15 years with a 5-year grace

period

Pricing: all-in pricing around 2.6-2.7%,

around 500bp above Libor (uncovered

commercial tranche), around 150bp

with a 10-15% ECA premium (covered

commercial tranche)

Advisers: Standard Chartered,

Shearman & Sterling, Lake Fisher,

Clifford Chance, Verdi , Arup , Mott

MacDonald , Marsh, Finansbank ,

Garanti, EY

European RefinancingThe M25 Refinancing The largest infrastructure re�nancing in

the UK since the Intercity Express deal of

2015, this deal saw sponsor consortium

Connect Plus greatly improve on the

original �nancing which featured cash

sweeps and debt pricing re�ecting the

drying up of credit in the middle of the

�nancial crisis.

Primary �nancing for the project

reached �nancial close in May 2009 with

£698.58 million ($896 million) senior debt

and roughly £390 million of EIB debt.

The pricing margin on the commercial

term loan started at 250bp above Libor for

years 1-7, stepping up to 300bp for years

8-10 and 350bp for years 11-27.

Debt was due to mature in 2036;

but cash sweeps of 50% from years 7-19,

and 100% onwards, were clearly an

incentive to re�nance, though signi�cant

swap breakage costs meant replacing the

debt package would be challenging.

The sponsors opted to re�nance

the £698.58 million bank debt through

a public bond �nancing, bringing in

HSBC, Lloyds and Barclays to structure

the transaction. The £893 million public,

A+ rated bond priced on 24 July 2018,

revealing the magnitude of the swap

breakage costs.

The Connect Plus closed on the

deal to deliver the M25 upgrade work in

2009 with Balfour Beatty and Skanska

playing lead roles along with Atkins and

Egis Projects.

Bond value: £893 million

Maturity: 31 March 2039

Pricing: 115bp above Libor, 2.607%

coupon

Sponsors: Dalmore Capital, Equitix,

GCM Grosvenor, Balfour Beatty, Egis,

DIF

Joint bookrunners: HSBC, Lloyds,

Barclays

Known investor: Legal & General

Investment Management

Advisers: EY, HSBC, Ashurst, DLA

Piper, Linklaters, Arup, Hogan Lovells

European RailWales & BordersSMBC and Equitix’s contract to lease the

rolling stock for KeolisAmey’s Wales &

Borders franchise dealt a fresh blow to

traditional rolling stock leasing companies

(ROSCOs) who in recent years have seen

their dominance in the market challenged

by new rolling stock funders.

Unlike ROSCOs, who have large

�eets of often amortised trains, these new

funders lease rolling stock under a single-

�eet �nancing model.

Contracts to build the trains were

awarded to rolling stock manufacturers

CAF and Stadler Rail. CAF was

awarded a contract worth around £700

million ($918.8 million), while Stadler

took three contracts worth roughly

£500 million.

Debt to support the rolling stock

procurement was structured in bank and

institutional investor tranches.

SMBC and Equitix reached

�nancial close on the deal with CAF in

December, supported by a £552 million

debt package comprising: £68.73 million

�oating rate term loan due 5 December

2048; £341 million �xed rate private

placement tranche with that matures on

30 September 2024; £34.36 million �xed

rate term loan due 30 December 2033;

and £108 million equity bridge loan due

13 December 2023.

Total value: £700 million

Debt: £552 million

Sponsors: SMBC, Equitix

Train manufacturer: CAF

Lenders: Crédit Agricole, NatWest,

SMBC Nikko Securities, CaixaBank

Tenor: £68.73 million (due December

2048), £341 million (due September

2024), £34.36 million (due December

2033), £108 million (due December

2023)

Advisers: Ashurst, Addleshaw Goddard,

Clifford Chance, Goldman Sachs, IPEX

Consulting, Stephenson Harwood,

Quasar Associates

Financial close date: 17 December 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

26ijglobal.com Spring 2019

European Hydro PowerAcquisition of Menzelet and Kilavuzlu HEPPsOne of the largest acquisition �nancings

in the Turkish electricity market to date,

this deal saw Entek Elektrik acquire

two operational assets in the south east

of the country from the Privatisation

Administration of Turkey (PA) following a

competitive tender.

Entek Elektrik won the privatisation

of the 124MW Menzelet and 54MW

Kılavuzlu hydropower plants in

Kahramanmaras province in 2017 and set

up a SPV, Menzelet Kılavuzlu Elektrik, to

own and operate the assets for 49 years.

The buyer opted to pay 35% of the

roughly TL1.539 billion ($375 million)

purchase price upfront, and the remaining

amount in four equal annual instalments.

The �nancing process, which started

in December 2017, took roughly three

months to be �nalised and saw seven banks

lend on the deal. Garanti, Is, Akbank, Yapı

Kredi, EBRD, Unicredit and ICBC provided

a TL1.078 billion cash facility, provided

partly in Turkish lira (TL646 million) and

US dollars ($106 million).

Meanwhile, Garanti, Is, Yapı Kredi

and Akbank lent on a TL1.057 million non-

cash loan which will be gradually replaced

with cash facilities at each PA instalment.

The �nancing has a tenor of 13

years with a one-year grace period. Cash

sweep will be available for a certain period

within the loan life. There is also a 20%

balloon payment.

Acquisition value: TL1.539 billion

Buyer: Entek Elektrik

Seller: Privatisation Administration of

Turkey (PA)

Lenders: EBRD, Garanti Bank, Is Bank,

Yapı Kredi Bank, UniCredit, Akbank,

ICBC Turkey Bank

Tenor: 13 years with 1 year grace

period. Cash sweep available for a

certain period within the loan life

Legal advisers: BASEAK, Dentons,

Clifford Chance, Yegin Ciftci

Financial close date: 2 March 2018

European BiomassGreenalia Biomass Power Curtis-TeixeiroOne of the most ambitious biomass

projects in Europe, �nancing for

Greenalia’s Curtis-Teixeiro power plant

was given the highest rating (E1) as a

green loan, according to a Standard &

Poor’s evaluation.

The sponsor was able to leverage

a particularly strong contractual line-

up to raise around €123 million ($138

million) in senior and junior debt from

international and Spanish institutions.

Banco Santander acted as agent and

coordinator, lending on a €100 million

debt package along with the European

Investment Bank (EIB) and Instituto de

Crédito O�cial (ICO). Banco Santander

and the ICO lent €25 million each,

while the EIB’s €50 million contribution

represents its �rst �nancing for a biomass

project under the Investment Plan for

Europe framework. A portion of the senior

debt package is covered by a guarantee

from Finnish ECA Finnvera.

A €23 million mezzanine loan from

Marguerite Fund rounded off the total debt.

Greenalia has brought in

experienced renewable energy developers

Acciona and IMASA were brought in as

EPC contractor and Q&M contractor,

respectively. Greenalia Forest will supply

around 500,000 tonnes of forest biomass

per year under a long-term contract.

Total value: €135 million

Total debt: €123 million (€100

million senior bank debt, €23 million

mezzanine loan)

Equity: €12 million

Sponsor: Greenalia

Lenders: Banco Santander (MLA and

agent), EIB, ICO, Marguerite Fund

ECA: Finnvera

Tenor: 16.5 years (1.5-year

construction plus 15 years)

Advisers: Pérez-Llorca. Arup, Pöyry,

KPMG, AtZ Financial Advisors, Watson

Farley & Williams, G-Advisory, Aon

Financial close date: 29 August 2018

European Social InfrastructureHaren Prison PPPCurrently under construction, the Haren

Prison PPP north east of Brussels is on

track to become Belgium’s largest social

infrastructure project to date.

The tender to DBFM the new

facility under a 25-year concession hit the

market in early 2012, attracting six initial

proposals. The Cafasso consortium, led

by Denys, FCC Construction, Macquarie

Capital and Global Via, was selected as

preferred bidder for the project by the

Belgian Building Agency (BBA) in 2013.

The procurement process several

faced delays, however, including strong

local opposition to the mega-prison,

Belgium’s protracted permitting process,

and legal challenges from the two

unsuccessful bidding teams.

A consortium of Macquarie Capital,

Denys and FCC Concessions �nally

reached �nancial close on the project in

July 2018, raising around €400 million

in equity and debt. A landmark project

�nancing for the Belgian PPP market, the

deal featured a highly competitive hybrid

structure with both �xed-rate loans from

institutional lenders and �oating-rate loans

from commercial banks. A total of nearly

€340 million debt was secured from a

syndicate of eight lenders which included

Korean Development Bank, a newcomer

in the Belgian PPP market.

Total value: €400 million

Total debt: €340 million

Equity: €60 million

Sponsors: Macquarie Capital, FCC

Concessions, Denys Global

Lenders: AG Insurance, Bel�us Bank,

CaixaBank, Contassur, Federale

Verzekering, KBC Bank, Pensio B,

Korean Development Bank

Grantor: Belgian Building Agency (BBA)

Advisers: Macquarie Capital, Liedekerke,

Simmons & Simmons, Marsh, KPMG,

Currie & Brown, BDO, NautaDutilh,

Rebel Group Advisory, Stibbe, ELD

Partnership, Procos, Orientes

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

27ijglobal.com Spring 2019

European Onshore WindTesla Wind: Dolovo Wind FarmDue to be completed this year, Tesla Wind’s

Dolovo wind farm is expected to be the

largest wind farm yet in Serbia and Western

Balkans. As �nancing for €300 million

($338 million) Dolovo – also known as

Cibuk 1 – was structured around Serbian

law, signi�cant efforts were required

from all stakeholders to deliver and apply

international project �nance mechanics and

security under local legal requirements.

Vetroelektrane Balkana (WEBG),

the project company behind Dolovo,

is wholly-owned by Tesla Wind, a

joint venture between Masdar, Taaleri

Aurinkotuuli and DEG.

The 12-year amortising project

�nance deal was structured under the IFC

and EBRD A/B loan structure with �ve

commercial lenders participating in the

syndicated B-loan tranche.

The roughly €215 million debt

package comprised: €53 million direct

loan from the IFC; €37 million mobilised

from IFC’s Managed Co-lending Portfolio

Program; €18 million from the IFC in

syndicated B loans from Intesa Sanpaolo

and UniCredit; €53 million direct loan

from the EBRD; and €55 million from the

EBRD in syndicated B loans from Erste

Bank, Green for Growth Fund, UniCredit

and Intesa Sanpaolo.

Total value: €300 million

Total debt: €215 million

Total equity: €85 million

Project company: Vetroelektrane

Balkana (WEBG)

Sponsors: Masdar (60%), Taaleri

Aurinkotuuli (30%), DEG (10%)

Lenders: EBRD, IFC, Erste Bank, Green

for Growth Fund, UniCredit, Intesa

Sanpaolo

Tenor: 12 years

Pricing: 375bp above Euribor

EPC contractor: GE

Advisers: Shearman & Sterling, Norton

Rose Fulbright, Kinstellar, Karanovic &

Nikolic, Mott MacDonald, CMS, Willis

European WasteCory RiversideA Dalmore Capital-led consortium in June

2018 acquired Cory Riverside Energy, a

company that owns and operates the 66MW

Riverside Resource Recovery Facility – the

UK’s largest energy-from-waste plant.

The buyers completed the acquisition

on 28 June at a roughly £1.6 billion ($1.85

billion) enterprise value. They then launched

a re�nancing for the roughly £511 million of

assumed debt, taking BNP Paribas up on its

offer to underwrite a long-term re� in full.

The new debt comprised a £337

million amortising institutional term

facility, a £167 million amortising term

facility and a £50 million revolving capital

expenditure facility.

The term loans have a �ve-year

amortising holiday initially. There are no

step-ups in pricing. A hedge is in place to

�x the interest in the 12-year commercial

bank term facility. There is £70 million of

20-year RPI revenue swap.

Acquisition value: £1.6 billion

Equity: £1.1 billion

Assumed debt: £511 million

Re�nanced debt: £554 million

Buyers/sponsors: Dalmore Capital

Fund 3 (53%), Semperian PPP

Investment Partners (23%), EagleCrest

Infrastructure Canada (13%), Swiss

Life Funds (LUX) Global Infrastructure

Opportunities II (11%)

Sellers: SVP, Commerzbank, EQT

Credit II and other shareholders

Commercial lenders: BNP Paribas,

Crédit Agricole, HSBC, Santander,

Siemens Bank, Nomura

Institutional investors: Aviva Investors,

Samsung Life, Sun Life

Tenor: 20 years (institutional), 12 years

(commercial)

Pricing: around 180bp (institutional),

around 140bp (commercial)

Advisers: Macquarie Capital,

Rothschild, Ashurst, Mott MacDonald,

Credit Suisse, JP Morgan, Linklaters,

Deloitte, Rothschild, Ashurst, Herbert

Smith Freehills, EY, BDO

European SolarRTR Portfolio Acquisition and RefinancingUK-based Terra Firma turned heads in

October 2018 when it sold Italian solar

company RTR Rete Rinnovable to F2i’s

third infrastructure fund a €1.3 billion

($1.5 billion) valuation. The the deal

saw F2i become Europe’s third largest

solar PV power producer, and featured a

particularly innovative �nancing structure.

The roughly €1 billion debt package

raised for the transaction acted as both an

acquisition facility and a re�nancing of

RTR’s existing debt – all within the same

deal. The re�nancing component of the

deal proved to be crucial to F2i’s success

in the auction for RTR, as it was the only

bidder to lock in terms that maximised

equity value for the seller.

The debt itself was sourced from

nine European banks, who each took equal

tickets, however the complexity of the

re�nancing of the existing debt involved

around 25 counterparties. As a result, F2i

did not need to ask Terra Firma for waivers

on the change of control provisions for

the existing �nancing, which proved to be

another critical success factor.

RTR’s 334MWp solar portfolio is

split across 124 PV assets owned by 16

SPVs in Italy.

Total value: €1.3 billion

Debt: €995 million

Bridge-to-equity facility: €300 million

Buyer: Fondi Italiani per le

Infrastrutture III

Seller: Terra Firma

Lenders: Banca IMI, Banco BPM,

BBVA, BNP Paribas, Cassa Depositi e

Prestiti (CDP), Crédit Agricole, ING

Bank, Société Générale, UBS

Tenor: 13 years

Advisers: Cantor Fitzgerald, Jefferies,

JP Morgan, UniCredit, Gianni Origoni

Cappelli & Partners, Moroni & Partners,

Barclays, Intesa Sanpaolo, Société

Générale, Legance, Deloitte, Willis

Towers Watson, EOS Consulting, Ashurst

IJGLOBAL AWARDS 2018

28ijglobal.com Spring 2019

European PowerBizkaia EnergiaBizkaia Energia owns and operates the

786MW natural gas-�red combined-cycle

power plant located in Amorebieta, in the

Basque region of Spain.

The plant was developed following

the liberalisation of the Spanish power

market in 1997. Construction began in

2003 and the plant began operations in

August 2005.

The original sponsors of the project

were ESB of Ireland and Osaka Gas of

Japan. A few months after the plant began

operations, the sponsors closed on a

re�nancing of roughly $500 million.

ESB and Osaka sold 100% of the

equity in Bizkaia in 2014 to US investor

ArcLight Capital Partners for an undisclosed

sum. The sale was prompted by the Irish

government requesting that ESB raise a

€400 million ($449 million) special dividend

through the sale of non-strategic assets.

Since it took over, ArcLight has been

focused on physically optimising the plant.

In October 2018 the sponsor closed on a

€65 million private placement debt facility

to facilitate a dividend recap.

The transaction is signi�cant as it

is the �rst subordinated debt transaction

in Europe for a power project exposed

to merchant risk. The project has a PPA

which expires in 2020 and will operate

on a fully merchant basis thereafter, with

the repayment of this facility substantially

dependent on post-PPA cash �ows.

Sequoia Economic Infrastructure

Income Fund lent roughly €40 million and

Edmond de Rothschild €25 million.

Cantor Fitzgerald structured the

transaction.

Debt: €65 million

Sponsor: Arclight Capital

Private placement investors: Sequoia,

Edmond de Rothschild

Tenor: Roughly 3 years (maturity 2021)

Transaction adviser: Cantor Fitzgerald

Legal advisers: Fresh�elds, White &

Case

Financial close date: 14 October 2018

European Upstream Oil & GasNeptune EnergyThis deal saw the largest ever new money

reserve-based lending facility raised for an

acquisition in EMEA.

Investment vehicle Neptune Energy

was the borrower of the debt and acquirer

of ENGIE E&P International, a portfolio

of upstream assets located across the world

that had an average production of 154,000

net barrels of oil equivalent per day.

Carlyle Group and CVC Capital

Partners jointly own 51% in Neptune

Energy, with China Investment Corporation

(CIC) owning the remaining 49%.

ENGIE had held 70% in the

acquired business, with CIC owning 30%.

CIC retained this separate stake following

the acquisition.

Along with the acquisition value

of $3.9 billion, the deal also sees the new

owners assume decommissioning liabilities

of €1.1 billion ($1.2 billion) and €90

million in deferred payments linked to

operational milestones.

Neptune Energy was established in

2015 with a target to deploy $5 billion.

Total value: $3.9 billion acquisition

Debt: $2 billion reserve based landing

facility

Buyers: Neptune Energy (Carlyle

Energy Fund, CVC Capital Partners,

and China Investment Corporation)

Seller: ENGIE

MLAs: BNP Paribas, Citibank, HSBC,

ING, Natixis, Société Générale

Lenders: ABN AMRO, ANZ, Bank

of China, BMO, BNP Paribas, CBA,

Citigroup, Deutsche Bank, DNB,

Goldman Sachs, HSBC, ING Bank,

JP Morgan, Lloyds, Morgan Stanley,

Natixis, RBC, RBS, Scotiabank, SMBC,

Société Générale

Tenor: 6 years and 2 months

Legal advisers: Fresh�elds, Bracewell,

Herbert Smith Freehills

Other advisers: Zaoui & Co, BNP

Paribas

Financial close date: 15 February 2018

European Midstream Oil & GasGas to the WestNorthern Ireland Authority for Utility

Regulation awarded Mutual Energy and

Scotia Gas Networks licenses to deliver a

gas transmission and distribution network

to area housing substantial numbers of

fuel poor residence.

The network will service 40,000

domestic and business customers

in the Northern Ireland towns of

Coalisland, Cookstown, Derrylin,

Dungannon, Enniskillen, Magherafelt,

Omagh and Strabane.

The sponsors have 100% debt

�nanced the project via a long-term

institutional debt facility to achieve a low

cost of capital and keep the cost to end

users low.

Legal & General Investment

Management (LGIM) provided all of the

£200 million ($261 million) in debt, via a

35-year facility.

The project is still in construction

and yet achieved an A1 rating thanks to

an innovative project structure, which saw

SGN (the EPC contractor) shoulder much

of the construction risk.

The project also bene�ts from a

government grant of roughly the same size

as the LGIM debt piece.

The success of the �nancing saw the

project extended to include works on an

unconnected extension of the gas network

in the east of Northern Ireland.

Debt: £200 million

Issuer: West Transmission Financing

Limited (wholly-owned subsidiary of

Mutual Energy)

JV partner: Scotia Gas Networks

Bond arrangers: Barclays, BNP Paribas

Investor: Legal & General Investment

Management (LGIM)

Tenor: 35 years

Advisers: Centrus Advisors, Pinsent

Masons, Linklaters

Procurement agency: Northern Ireland

Authority for Utility Regulation

Financial close date: 26 July 2018

Page

30 African Power Nachtigal Hydro

31 AfricanRefinancing BujagaliHydro

31 African Wind Taiba N’Diaye

32 AfricanBiomass NgodwanaEnergyBiomass

32 AfricanSolar AkuoKita

33 AfricanM&A AIIMAcquisitionofSEGAPStake

33 AfricanFundraising EmergingAfricaInfrastructureFund

33 AfricanMining&Metals PangaeametalpurchasewithLonmin

Africa

29ijglobal.com Spring 2019

30ijglobal.com Spring 2018

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

African PowerNachtigal HydroOriginally planned as a captive power

project for a Rio Tinto smelter, the

Nachtigal hydropower plant has come a

long way to become the largest hydropower

IPP in Africa once constructed. Now a

cornerstone of Cameroon’s electricity sector

development plan, the 420MW project is

expected to cover 30% of the country’s

electricity demand, amounting to an annual

output of nearly 3TWh.

Nachtigal, which reached �nancial

close towards the end of 2018, is not just

notable for its size, however. A unique

�nancing structure facilitated a sizable

chunk of local currency debt, despite the

limitations of domestic lenders.

The €1.2 billion ($1.35 billion)

dam has been more than a decade in

the making, and yet new shareholders

were brought into the project company

a mere few weeks before the �nancing

was �nalised.

A large and changeable list of

project participants only added to the

deal’s complexity, and make its completion

even more of an achievement.

FinancingThe project �nally reached �nancial close

following a �urry of activity in late 2018,

including debt packages, equity injections

and the start of EPC work.

Financing for Nachtigal comprises

around €916 million debt and €289

million equity, giving the project a total

capex of roughly €1.2 billion and a debt-

to-equity ratio of 76:24.

IFC was the global coordinator

and lead arranger on the debt �nancing

which signed on 9 November 2018,

comprising two tranches of DFIs and

local lenders, respectively.

The €745 million DFI tranche

has a tenor of 18 years and covers

approximately 61% of project costs.

The debt was provided by the African

Development Bank (ADB), African

Finance Corporation (AFC), CDC Group,

DEG, Emerging Africa Infrastructure

Fund (EAIF), European Investment

Bank (EIB), FMO, French Development

Agency, IFC, OPEC Fund for International

Development and Proparco.

Proparco acted as an additional lead

arranger for AFD, DEG and FMO.

Meanwhile, the local tranche was

sourced from four commercial banks

with Société Générale Cameroun and

Standard Chartered Cameroon as

co-arrangers.

Together with Attijariwafa SCD

Cameroon and Banque Internationale

du Cameroun (BICEC) these lenders

provided a MIGA-backed €171 million

debt denominated in CFA franc, which

pays special attention to local lending

conditions in Cameroon.

The 21-year facility has �ve years

of drawdown followed by 16 years of

repayment. However, the commercial

lenders have the options in years 7 and 14

to sell their loans to the government.

In that event, the government of

Cameroon is obliged to buy the loans and

its obligation is supported by an IBRD

political risk guarantee. The re�nancing risk

of the local tranche is therefore borne by

the government, backstopped by the IBRD.

The political risk guarantee will

only cover years 7 and 14, however,

as the local lending market will not go

beyond seven years, at least not at this

point in time.

Nonetheless, the structure enabled

the project’s special purpose vehicle

– Nachtigal Hydro Power Company

(NHPC) – raise a considerable amount of

local currency-denominated debt while

limiting lender exposure.

The power purchase agreement was

agreed with Energy of Cameroon (Eneo)

in July 2015 but did not sign until October

2018 – at a levelised tariff understood

to be €0.061 per kWh over a 35-year

period. Eneo’s offtake is guaranteed by the

government, which in turn is backstopped

by an IBRD-guaranteed €85 million letter

of credit to protect the company against

non-payment.

In total, the guarantees on the deal

are provided IBRD (€257 million) and

MIGA (€164.5 million). MIGA signed

guarantees for the sponsor side, providing

15-year cover to both the lead developer

EDF and equity investor STOA.

STOA and infrastructure investment

platform Africa50 joined the project

shortly before �nancial close, acquiring

their stakes in Nachtigal via equity sell-

downs by the government of Cameroon

and IFC.

Africa50 took a 15% stake from

the government, leaving the state with a

15% interest in the hydroelectric dam.

STOA, meanwhile, purchased a 10%

shareholding from IFC InfraVentures

which retains a 20% stake.

Total value: €1.2 billion

Total debt: €916 million (€745 million

DFI tranche, €171 million CAF franc-

denominated bank commercial debt

tranche)

Total equity: €289 million

Project company: Nachtigal Hydro

Power Company

Sponsors: EDF (40%), IFC (20%),

government of Cameroon (15%),

Africa50 (15%), STOA (10%)

DFIs: AfDB, ADB, CDC Group,

DEG, Emerging Africa Infrastructure

Fund (EAIF), EIB, FMO, French

Development Agency, IFC, OPEC Fund

for International Development and

Proparco

Commercial lenders: Attijariwafa SCD

Cameroon, Banque Internationale du

Cameroun, Société Générale Cameroun,

Standard Chartered Cameroon

Guarantors: IBRD, MIGA

Tenor: 18 years (DFI tranche), 21 years

(commercial debt tranche)

Offtaker: Eneo

Contractors: NGE Contracting, Société

Générale des Travaux du Maroc and

BESIX (civil works); GE and Elecnor

(electromechanical); Bouyges Energie

Services (transmission line); EDF

(O&M)

Advisers: Eversheds, ALSF, Nodalis,

Herbert Smith Freehills, Société

Générale, Clifford Chance, Mott

MacDonald, EY, JLT, Allen & Overy

31ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

African WindTaiba N’DiayeNot only is Taiba N’Diaye is the largest

wind farm in the West Africa region to

date to break ground, but with an installed

capacity of 158.7MW it also represents

Senegal’s �rst utility-scale wind power

project.

Located 75km north east of Dakar,

Taiba N’Diaye has a long and complex

development history, changing hands and

�nancing structures multiple times.

The project’s original sponsor,

French renewables developer Sarréole,

�rst sought �nancing for the then-€230

million ($259 million), 150MW wind

farm in early 2012, courting several DFIs

– including EKF, Proparco, EIB, Frontier

Markets, FMO and AfDB.

After several delays relating to

regulatory issues and disagreements

over the structure of the power purchase

agreement, Sarréole �nally agreed a 20-

year offtake agreement with Senegalese

state utility Senelec at the end of 2013.

Sarréole sold its equity stake

and co-developer rights to pan-African

renewables platform Lekela Power, a JV

between Actis and Mainstream Renewable

Power, in 2016.

OPIC and Denmark’s export

credit agency EKF had already been

brought on board as lenders on the

deal – the former as Taiba N’Diaye

had been selected to be part of the US

government’s Power Africa programme

– and the existing �nancing structure

remained in place under Lekela Power.

OPIC was mandated as lead

arranger of the project’s debt as of 2015,

while EKF was lending on the deal in

support of Vestas as the wind farm’s EPC

and O&M contractor.

Lekela Power �nally reached

�nancial close on Taiba N’Diaye in mid-

2018, signing on $280.1 million debt from

OPIC and EKF along with $90 million in

equity contributions from shareholders

Actis and Mainstream. Additionally, OPIC

is providing a $126.3 million guarantee.

Taiba N’Diaye is expected to be

fully operational by July 2020, and will

consist of 46x V-126 3.3MW turbines

across a single site.

The wind farm will help the

government of Senegal meet its clean

energy commitments.

Total value: $370.1 million

Total debt: $280.1 million ($164.1

million export loan from EKF, $116

million direct loan from OPIC)

Total equity: $90 million ($54 million

from Actis Energy 3 fund, $36 million

from Mainstream)

Sponsors: Actis (60%), Mainstream

Renewable Power (40%)

Lenders: OPIC, EKF

Guarantor: OPIC

Developer: Lekela Power

Offtaker: Senelec

Advisers: Norton Rose Fulbright,

Trianon Partners, Clifford Chance,

MIGA

African RefinancingBujagali HydroThis landmark transaction saw Bujagali

Energy Limited (BEL) re�nance $682 million

of senior and subordinated loans, increasing

the tenor of the debt while reducing the

company’s annual debt servicing – enabling

it to accept a lower tariff price.

The 250MW Bujagali hydropower

plant on the River Nile was commissioned

in 2012, having reached �nancial close in

2007. In 2016, the dam produced 44% of

Uganda’s electricity, so its high $0.1152

per kWh tariff had become a concern to

the country’s government.

The International Finance

Corporation (IFC) and African

Development Bank (AfDB) worked closely

with BEL and the government to structure

a re�nancing which combined a corporate

income tax waiver for BEL and raising

new debt with a 15-year tenor.

IFC and AfDB arranged $403 million

of new debt provided by a combination of

DFIs and commercial banks. The re�nancing

saw existing lenders exit the project and

new lenders join. Absa Bank and NedBank,

meanwhile, continued as lenders under the

International Development Association

(IDA) covered commercial tranche, though

with no increase in tenor.

IFC and Absa Bank provided

interest rate hedges while the Multilateral

Investment Guarantee Agency (MIGA)

provided political risk insurance to the

sponsors. The guarantees from IDA and

MIGA were renegotiated to �t the new

debt structure.

Financial close on the re�nancing

was reached in July 2018.

In addition to its signi�cant

impact on the retail tariffs and Uganda’s

industrialisation ambitions, the re�nancing

also paved the way for Sithe Global –

BEL’s majority shareholder at the time – to

sell-down its equity stake in the project.

SN Power announced back in

April 2016 that it planned to acquire

Sithe Global’s 65% shareholding in BEL.

Uganda’s government blocked the deal,

however, due to its concerns over the

project’s high tariffs.

Satis�ed with the reduction of

Bujagali’s tariff following the re�, the

government stepped aside allowing SN

Power to complete the purchase Sithe

Global’s shares in BEL in August 2018.

Total value: $403 million

Project company: Bujagali Energy

Limited (BEL)

Sponsors: Sithe Global (65%), CDC

Group (65%), Aga Khan Fund for

Economic Development (5.84%),

Industrial Promotion Services (5.83%),

Jubilee Insurance Company (5.83%)

Lenders: AfDB, Absa Bank, CDC

Group, DEG, FMO, IFC, IFC MCPP,

NedBank, Proparco

Guarantors: MIGA, IDA

Advisers: Clifford Chance, Sebalu

& Lule, AF Consult, Willis Towers

Watson, Covington & Burling,

Reeman Consulting

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

32ijglobal.com Spring 2019

African SolarAkuo KitaMali is still a frontier market when it

comes to the size, range and capital

available to private sector investors.

This, alongside a lack of local bank

appetite to provide long-term debt for

private infrastructure projects, meant that

the sponsor had to look to DFIs to secure

funding for the 50MW Kita solar PV

project in southern Mali.

French renewable energy developer

Akuo Energy is developing the IPP

under a BOOT contract, which will

see the solar PV asset returned to the

government of Mali at the end of a 30-

year concession period.

Akuo Energy will sell the project’s

power to national energy company

Energie du Mali under a 30-year take-or-

pay power purchase agreement signed in

October 2015.

Private Infrastructure Development

Group companies Emerging Africa

Investment Fund (EAIF), FMO and Green

Africa Power joined African DFIs West

African Development Bank (BOAD) and

National Agricultural Development Bank

of Mali (BNDA) to provide �nancing for

the project in late 2017.

EAIF, managed by Investec Asset

Management, was mandated lead arranger

on the senior debt �nancing, marking

its �rst MLA role in a French-speaking

African country and PIDG’s second energy

project in Mali.

BNDA was co-arranger on the deal

which comprised a $55.6 million debt

package with a 15-year tenor provided

by EAIF ($17.8 million), FMO ($17.8

million), BOAD ($16.8 million) and

BNDA ($3.2 million).

An additional €8 million mezzanine

debt package with a tenor of 20 years,

originally arranged by Green Africa

Power, had been taken over by EAIF by

the time that the transaction had reached

�nancial close in October 2018.

Meanwhile, PIDG company

GuarantCo provided a €2.3 million debt

service reserve account guarantee.

The deal also included a €6.4

million budget for grid connection works

which will take power from the plant via

a nearby sub-station to a 225kv high-

voltage line that supplies the region.

Once operational, the Kita solar PV

is expected to be the largest solar farm in

West Africa.

Total value: €78 million

Total debt: €63.6 million (€55.6 million

senior debt, €8 million mezzanine debt)

Lenders: Emerging Africa Infrastructure

Fund, FMO, West African Development

Bank (BOAD), National Agricultural

Development Bank of Mali (BNDA)

Tenor: 15 years (senior debt), 20 years

(mezzanine debt)

Guarantor: GuarantCo

Advisers: Norton Rose Fulbright,

Juri�s, Sgurr Energy, Marsh, BDO

African BiomassNgodwana Energy BiomassThe �rst biomass project to reach �nancial

close under South Africa’s renewable energy

independent power producer programme

(REIPPP), Ngodwana’s road to the �nish

line was initially an uncertain one.

Sponsors Sappi and Fusion Energy

were awarded the 25MW biomass project

in April 2015 under the fourth round of

REIPPP, but a PPA for the project was not

signed with Eskom until April 2018 after

years of delays and false starts.

The South African state utility

announced in 2016 that it would not sign

any more PPAs, citing surplus generating

capacity and concerns over costs. Eskom

argued that being compelled by the

government to buy electricity from IPPs at

prices it did not negotiate would lead to

suffering revenue streams.

After over two years of deadlock

and several false starts, Energy Minister

Jeff Radebe declared the utility in �t

enough �nancial health to proceed with

the signings, announcing that PPAs would

be signed on 13 March 2018.

A successful interdiction by the

National Union of Metalworkers of South

Africa (NUMSA) and Transform RSA

put the proceedings on hold yet again,

however, arguing that the switch from

coal-�red power to renewables would be

detrimental to the country and lead to job

losses.

South Africa’s High Court dismissed

the case in late March 2018, clearing the

path for 27 delayed REIPPP projects to

�nally sign 20-year PPAs with Eskom.

Sappi and Fusion Energy wasted no

time to launch the roughly R1.2 billion

($99.5 million) debt �nancing for the

project, and reached �nancial close on a

debt package provided by Nedbank and

Absa Bank in April 2018 – just a few

weeks after inking an offtake agreement

with Eskom.

Majority of the term loan is �xed

rate, an innovative approach which meant

that the project did not need to take out

interest rate hedges. The �nancing also

includes a debt service reserve facility

that removes the necessity for cash to be

trapped in an account with negative carry.

Located at Sappi’s Ngodwana mill

in Mpumalanga province, the biomass

plant will be fuelled on waste from Sappi’s

plantations and its mill.

Total debt: Around R1.2 billion

Project company: Ngodwana Energy

Shareholders: Sappi (30%), KC

Africa (30%), Fusion Energy (30%),

Ngodwana Energy Employees Trust

(5%), Ngodwana Energy Community

Trust (5%)

Lenders: Nedbank, Absa Bank

Contractors: EBL Engineering Services

(EPC services), KC Cottrell (O&M)

Offtaker: Eskom

Advisers: Baker McKenzie, Norton

Rose Fulbright, WSP

Financial close date: 13 April 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

33ijglobal.com Spring 2019

African Mining & MetalsPangaea metal purchase with LonminThis transaction is hugely signi�cant for

platinum producer Lonmin, which took

a double hit of rising costs and falling

platinum prices in recent times. Lonmin

needed a waiver from lenders last year after

breaching covenants on a $150 million loan.

This metal purchase deal was

essential to keep a planned acquisition of

the business by South African gold miner

Sibanye-Stillwater on track.

Under the terms of the deal,

Lonmin has raised $200 million through

a metal-for-loan agreement with Pangaea

Investment Management, a subsidiary of

China’s largest copper producer Jiangxi

Copper Company. The deal is seen as part

of China’s Belt and Road international

investment initiative.

The facility replaces existing debt

which was proving so burdensome

for Lonmin and helps strengthen its

balance sheet.

At the turn of 2019, the acquisition

of Lonmin by Sibanye-Stillwater seemed

to have been agreed with the South

African Competition Tribunal’s decision to

approve the deal on 21 November 2018.

Though as IJGlobal went to press the deal

was still being challenged in the courts

by the Association of Mineworkers &

Construction Union.

Even if the acquisition is not

completed, this re�nancing was essential

for the survival of Lonmin.

Debt: $200 million

Borrower: Lonmin Group

Lender: Pangaea Investment

Management

Tenor: 3 years

Legal advisers: Cliffe Dekker Hofmeyr,

Herbert Smith Freehills, Norton Rose

Fulbright

African FundraisingEmerging Africa Infrastructure FundInvestec Asset Management raised

around $387 million in debt �nancing

for the Emerging Africa Infrastructure

Fund (EAIF), bringing on board Allianz

Group as the strategy’s �rst commercial

institutional investor.

Allianz Global Investors arranged

the �nancing which consisted of senior

debt tranches of €75 million ($84 million)

and $12 million, both over 12 years.

Other lenders in the latest round of

fundraising included: Dutch development

bank FMO with $50 million over 10

years; KfW with €75 million and $50

million over 12 years; Standard Chartered

Bank with $50 million; and the African

Development Bank (AfDB) with $75

million over 10 years.

EAIF is part of the Private

Infrastructure Development Group

(PIDG), the donor-backed organisation

which blends public and private �nance

to reduce investment risk, promote

economic development and combat

poverty in fragile states.

Allianz’s investment in EAIF marks

the start of PIDG’s drive to attract greater

levels of funding from institutional and

commercial sources. As the �rst large

commercial lender to commit long-term

�nancing to an African infrastructure

fund, Allianz participation is expected

to encourage other institutional invests

to consider funding what is generally

considered risky African projects.

Total commitments: $385 million

Investors: Allianz Global Investors,

AfDB, KfW, FMO, Standard Chartered,

Standard Bank of South Africa

Tenors: 12 years (Allianz), 12 years

(KfW), 10 years (FMO), 10 years

(AfDB)

Fund manager: Investec Asset

Management

Legal advisers: Clifford Chance, Norton

Rose Fulbright

African M&AAIIM Acquisition of SEGAP StakeThis deal saw African Infrastructure

Investment Managers (AIIM) acquire a

50% shareholding in a portfolio of airport

concession equity interests across West and

Central Africa from Egis Group.

AIIM obtained access to the

portfolio by purchasing a 50% equity

stake in holding company Société

d’Exploitation et de Gestion Aéroportuaires

(SEGAP), through the Africa Infrastructure

Investment Fund 3 (AIIF3).

France’s Egis Group, controlled by

the Caisse des Dépôts Group, retains a

50% equity share in SEGAP which holds

interests in three concession companies

operating �ve airports.

The airports in SEGAP’s portfolio

comprise: Abidjan Airport in Cote

D’Ivoire (operated by AERIA); Libreville

Airport in Gabon (operated by ADL);

Brazzaville Airport in Republic of Congo

(operated by AERCO); Ollombo Airport

in Republic of Congo (operated by

AERCO); and Pointe Noire Airport in

Republic of Congo (operated by AERCO).

SEGAP’s shareholdings in the three

concession companies are: 51% stake

in ADL (concession runs 1988-2018);

31.7% stake in AERIA (concession runs

1996-2029); and 27.1% stake in AERCO

(concession runs 2011-2036).

The transaction marks AIIM’s

entry into Cote D’Ivorie, Gabon and the

Republic of Congo, and is also the fund

manager’s �rst airport investment since

the divestment of Kilimanjaro Airport

Development Company in 2009.

Target: Société d’Exploitation et de

Gestion Aéroportuaires (SEGAP)

Buyer: African Infrastructure

Investment Fund 3

Seller: Egis Group

Advisers: Clifford Chance, KSK

Advocats, Alevina Partners, Cabinet

Gomes, Consilium Aviation, Ibis

Consulting, KPMG, Aon

Page

36 North American PPP LAX Automated People Mover

37 North American Rail Finch West LRT

37 North American Roads Gordie Howe International Bridge

37 North American Social Infrastructure Royal Inland Hospital Patient Care Tower

38 North American Telecoms Tillman Infrastructure

38 North American Transmission & Distribution LS Power Transmission Portfolio Financing

38 North American Energy Storage Pinal Central Energy Center

39 North American M&A NextEra Western Renewables Partners

39 North American Oil & Gas Corpus Christi LNG Train 3

39 NorthAmericanSolar AcquisitionandRefinancingof8point3

40 North American Wind CED Wind Portfolio

40 North American Power South Field Energy

40 NorthAmericanRefinancing RhodeIslandStateEnergyCenter

NorthAmerica

35ijglobal.com Spring 2019

36ijglobal.com Spring 2018

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

North American PPPLAX Automated People MoverAs a mass-transit solution, California’s

$2.5 billion Los Angeles Automated

People Mover (APM) breaks new ground

for �nancing in the US, delivering a

2.25 mile elevated electric train system,

connecting parking facilities to the

international airport.

This is the �rst time that a DBFOM

PPP model has been used for a transport

system of this nature at a US airport,

making Los Angeles International Airport

(LAX) a P3 path�nder with a challenging

bank/bond hybrid model.

The APM will provide a free service

to transport 30 million passengers per

year between the central terminal area of

LAX and off-airport intermodal transport

facilities and a consolidated rental car

service – currently under tender as a P3

with four bidders in place: Consolidated

Rent-A-Car (ConRAC).

FinancingThe project has an all-in, design/build

capex of a shade more than $2 billion

and the project is designed to reduce

travel times and congestion, while hugely

enhancing user experience.

The LINXS consortium closed

�nancing on the $2.23 billion project with

$103 million equity, $1.29 billion private

activity bonds (PABs), $269 million short-

term bank loan, and $1.032 billion in

landmark payments (the last of which is

used to retire the construction loan).

The $103 million equity tranche

was provided by the primary players in the

LINXS consortium:

• Balfour Beatty Investments (27%)

• Fluor Enterprises (27%)

• ACS Infrastructure Development (18%)

• Hochtief PPP Solutions (18%)

• Bombardier (10%)

The California Municipal Finance

Authority issued $1.29 billion in 29-year

senior lien revenue bonds on behalf of

the sponsor consortium. They were rated

BBB+ by Fitch Ratings.

The bonds were arranged by

Citigroup, Bank of America Merrill

Lynch and local player Ramirez & Co,

split across two liens: 2018A and 2018B

notes. They priced on 5 June at an all-in

cost of 4.1%.

The 5.5-year construction loan of

$269 million was provided by a club of

�ve MLAs:

• CIBC

• Korea Development Bank

• Mizuho (administration agent)

• SMBC

• TD Bank

Bank debt priced at 380bp all-in – a

margin of 80bp above Libor – �at for the

duration of the loan. KDB is not able to

offer swaps, so that was distributed across

four other MLAs.

There is a debt service cover ratio

minimum of 1.15, averaging out at 1.18

DSCR over the loan life.

The bank facility does not draw

until construction is well advanced –

three to four years – as the SPV receives

six milestone payments from the airport

authority that average out at $172

million, awarded on completion of design/

construct work stages.

The bond was deployed

immediately, followed by the six milestone

payments which amount to $1.032 billion

(taking the �nancing up to the $2.23

billion total, avoiding double-counting).

The bank debt is drawn towards the end

of construction, and is repaid by the �nal

milestone payments. At �nancial close,

the banks were essentially charging a

commitment fee.

LAX will cover availability

payments to the concessionaire from rental

car customer facility charges and other

airport operating revenues.

Non-equity member of the LINXS

consortium include:

• Flatiron West (contractor)

• Dragados (contractor)

• HDR Engineering (designer)

• HNTB Corporation (designer)

• White & Case (legal adviser)

• Ramirez & Co (�nancial adviser)

Construction of the guideway – the

elevated track along which the APM will

run – starts late summer, and building

work will start on the six stations towards

the end of 2019.

The �rst of the 44, fully-electric cars

will be delivered in late 2020. To boost green

credentials, the vehicles generate a portion

of their own power through regenerative

breaking, and they are 98% recyclable.

As a further nod to California’s

green agenda, the command centre/

maintenance facility generates half its

power from solar energy and it is designed

to be LEED Gold Certi�ed, offsetting the

carbon equivalent of 12 million vehicle

miles.

The APM will have nine trains with

four cars – each of which will carry up

to 50 passengers with luggage. There is

a maximum ridership of 200 people per

train which will arrive at stations every

two minutes, with an end-to-end travel

time of 10 minutes.

Total value: $2.5 billion

Total debt: $1.559 billion ($1.29

billion PABs, $269 million short-term

construction bank loan)

Equity: $103 million

Milestone payments: $1.032 billion

Sponsors: Balfour Beatty Investments,

Fluor Enterprises, ACS Infrastructure

Development, Hochtief PPP Solutions,

Bombardier

Grantor: Los Angeles World Airports

PABs underwriters: Citigroup, Bank of

America Merrill Lynch, Ramirez & Co

Construction loan lenders: CIBC, Korea

Development Bank, Mizuho, SMBC,

TD Bank

Bank debt pricing: 380bp all-in – a

margin of 80bp above Libor – �at for

the duration of the loan

PABs pricing: all-in cost of 4.1%.

Advisers: Nossaman, White & Case,

Ramirez & Co, EY, MUFG Bank,

Citigroup, Bank of America Merrill

Lynch, Ashurst, Nixon Peabody, Jones

Hall, BTY Group

Financial close date: 8 June 2018

37ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

North American Social InfrastructureRoyal Inland Hospital Patient Care TowerEllisDon’s consortium reached �nancial

close on the Royal Inland Hospital

Patient Care Tower project in British

Columbia in November 2018 with the �rst

internationally accredited green bond in

the Canadian P3 market.

The project will see the development

of a state-of-the-art facility that will

improve patient care for the city of

Kamloops and the surrounding region.

HSBC was sole underwriter and

bookrunner on the C$153 million ($114.6

million) bond �nancing split between two

tranches: C$64 million in Series A bonds

with a coupon of 3.930%, which mature

on 31 October 2038; and C$89 million in

Series B bonds with a coupon of 4.148%,

which mature on 30 November 2051.

Meanwhile, the Interior Health

Authority is expected to pay 43% of

capital costs; amounting to around

C$124.5 million in construction

milestone payments.

Total value: C$417.2 million

Debt: C$153 million

Equity: C$14.3 million

Milestone payments: C$124.5 million

Sponsor: EllisDon

Grantor: British Columbia’s Health

Ministry

Lender: HSBC

Tenor: 20 years (Series A bonds), 33

years (Series B bonds)

Pricing: 144.7bp above the Government

of Canada benchmark (Series A bonds),

165.1bp above the Government of

Canada benchmark (Series B bonds)

Advisers: Boughton Law Corporation,

John Singleton QC, PwC, LTA

Consultants, Fasken Martineau

DuMoulin, IBI Group and

subcontractors WSP Group, CWMM

Consulting Engineers, GUNN

Consulting, RWDI Air and Singleton

Urquhart

Financial close date: 14 November 2018

North American RoadsGordie Howe International BridgeThe Gordie Howe International Bridge

P3 is one of the largest ever infrastructure

projects in North America, taking 18 years

from completion of its cross-border traf�c

study in 2000 to �nancial close.

The new $5.7 billion six-lane

bridge across the Detroit River between

Windsor, Ontario, and Detroit, Michigan,

will comprise a new end-to-end transport

system that will include associated border

inspection plazas and connections to the

freeway systems in Ontario and Michigan.

The deal closed through a

combination of PABs and a senior

construction loan. The lead underwriters

of the C$446.4 million ($349.3 million)

bonds were HSBC and RBC. Bonds were

split as a medium-term tranche of C$157.1

million with a pricing coupon of 4.023%

due 31 May 2038 and a long-term tranche

of C$289.3 million with a pricing coupon

of 4.341% due 31 August 2053.

Desjardin, HSBC, Mizuho, RBC and

TD Securities lent on the C$587.14 million

short-term senior construction loan facility

on equal footing.

Total value: $5.7 billion

Total debt: C$1.033 billion

Progress payments: C$2.74 billion

Capital payments: C$37.5 million from

the WBDA

Equity: C$93.04 million

Sponsors: ACS Infrastructure, Fluor

Canada, Aecon Concessions, AECOM

Grantor: Government of Canada, the

state of Michigan

Lenders: Desjardin, HSBC, Mizuho,

RBC, TD Securities

Tenor: 20 years (medium-term tranche),

35 years (long-term tranche)

Pricing: 4.023% coupon on medium-

term tranche, 4.341% coupon on long-

term tranche

Advisers: McCarthy Tétrault, BTY,

INTECH, Deloitte, Fasken, Warner

Norcross & Judd, Parsons

Financial close date: 28 September 2018

North American RailFinch West LRTThe Mosaic Transit Group reached

commercial and �nancial close on the Finch

West Light Rail Transit project in Toronto

in May 2018 despite delays to the tender.

The project was for the DBFM

of an 11km LRT to run along a semi-

exclusive lane on Finch Avenue. Plans

also included a below-grade terminal stop

at Humber College, 16 surface stops and

a station at Keele Street.

The project was �nanced using

a combination of C$611 million ($458

million) short-term bank debt and long-

term bonds. The bonds were split between

C$60.65 million in Series A notes with

a 4.111% coupon, which mature on 28

February 2038, and C$121.1 million in

Series B notes with a 4.470% coupon,

which mature on 28 February 2053.

Infrastructure Ontario and

Metrolinx originally issued an RFQ for

the concession in September 2015, but

the tender was delayed due to problems

with the procurement of �eet vehicles. An

RFP was issued two years later (December

2017) to three shortlisted groups.

Total value: C$2.5 billion (C$1.2

billion in construction costs)

Total debt: C$792.75 million

Federal funding: C$333 million

Equity: C$25 million

Sponsors: Aecon, ACS Infrastructure

Canada, CRH Canada Group

Grantor: Infrastructure Ontario

Lenders: Mizuho, TD Bank, Desjardins,

ATB Financial and RBC Capital

Markets on the short-term bank debt;

and HSBC and RBC Capital Markets

on the long-term bonds

Tenor: 20 years (Series A notes), 35 years

(Series B notes), 7 years (bank debt)

Pricing: Around 100bp above Libor

(bank debt)

Advisers: RBC Capital Markets,

McCarthy Tétrault, McMillan, Infrata,

Deloitte, Norton Rose Fulbright,

AECOM, P1 Consulting, Aon

Financial close date: 7 May 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

38ijglobal.com Spring 2019

North American Energy StoragePinal Central Energy CenterNextEra Energy Resources reached

�nancial close on the $62 million Pinal

Central Solar Energy Center in Arizona in

May 2018, one of the �rst project �nance

deals for storage capacity in the US. The

deal comprised an integrated solar power

plant and battery system.

Mizuho and MUFG Bank provided

a $45 million loan with a tenor of 18 years

to build the 20MW solar PV generation

facility and associated 10MW lithium-ion

battery storage system.

The term loan was structured

to mitigate solar resource and energy

storage risk.

The Salt River Project has a 20-year

PPA to buy all the electricity produced by

the plant until 2037. The utility will meet

20% of its retail electricity requirements

through sustainable resources by 2020.

Tesla supplied a lithium-ion battery

that can provide four hours of discharge

at 10MW for the Pinal Central project.

The single-axis tracker solar panels were

supplied by First Solar.

At the time, Pinal Central was

Arizona’s largest combined solar-and-

storage system and was the �rst of three

“grid-scale” battery storage projects that

are expected to connect to Salt River

Project’s grid system.

Total value: $62 million

Debt: $42 million

Equity: $20.5 million

Sponsor: NextEra Energy Resources

Lenders: MUFG Bank, Mizuho

Tenor: 18 years

Advisers: Sullivan & Cromwell,

Simpson Thacher & Bartlett, Squire

Patton Boggs

Financial close date: 29 May 2018

North American Transmission & DistributionLS Power Transmission Portfolio FinancingLS Power �nanced three US transmission

projects with a combination of holding

company and operating company debt in

September 2018.

The transmission projects are:

DesertLink project (opco); Silver Run

project and an associated substation in

New Castle County (opco); and Republic

transmission line (holdco).

MUFG Bank served as coordinating

lead arranger, joint lead arranger and joint

bookrunner, admin agent, collateral agent

and issuing bank.

BNP Paribas and CoBank also

served as coordinating lead arrangers,

joint lead arrangers and joint bookrunners

on all three transactions.

Financing comprised:

• Republic: �ve-year $180 million term

loan with a $14 million revolving

facility and $6 million credit facility

• DesertLink: $103 million term loan

and $7 million revolving facility with a

maturity of construction plus 18 months

• Silver Run: $73 million term loan and

$10 million revolving facility with a

maturity of construction plus 18 months

The assets are FERC regulated

utilities earning a regulated rate of return.

All three term loan transactions

were structured with no required

amortization. Debt service is interest-only.

Total value: $456 million

Total debt: $393 million

Total equity: $62 million

Grantor: LS Power Associates

Lenders: MUFG Bank, BNP Paribas,

CoBank

Tenor: 5 years (Republic), construction

plus 18 months (DesertLink and Silver

Run)

Advisers: Latham & Watkins, Simpson

Thacher & Bartlett

Financial close date: 12 September 2018

North American TelecomsTillman InfrastructureTillman Infrastructure received an initial

investment of $500 million from La

Caisse de dépôt et placement du Québec

(CDPQ) and AMP Capital to �nance

the construction of new telecoms towers

across the US.

CDPQ provided $300 million while

AMP Capital provided $200 million.

The total investment from CDPQ

and AMP Capital could reach $1 billion,

though this is dependent on future

growth needs.

The funding will enable Tillman to:

• meet current demand for coverage in

additional locations

• provide new service opportunities for

carriers

• increase overall communications

infrastructure across the US

Global TMT investment banking

boutique Q Advisors acted as �nancial

adviser to Tillman. Latham & Watkins

served as legal counsel to the lenders

and Sullivan & Cromwell represented

the sponsor.

According to Tillman, mobile

service providers plan to spend 15-20% of

their revenue on capital expenditure over

the next few years. This is to meet growing

demand from consumers and cater to ever-

increasing mobile data traf�c.

Total value: $500 million

Sponsor: Tillman Infrastructure

Lenders: La Caisse de dépôt et

placement du Québec (CDPQ), AMP

Capital

Advisers: Q Advisors (�nancial adviser

to Tillman Infrastructure), Sullivan &

Cromwell (legal adviser to Tillman

Infrastructure), Latham & Watkins

(legal adviser to the lenders)

Administrative agent: Wilmington Trust

Financial close date: 20 July 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

39ijglobal.com Spring 2019

North American SolarAcquisition and Refinancing of 8point38point3 Energy Partners became the

seventh yieldco to lunch in the US when

its IPO was launched in 2015. SunPower

Corporation and First Solar sold roughly

35% of its equity to public shareholders.

By the time 100% of 8point3 was

sold to Capital Dynamics’s Clean Energy

Infrastructure Fund V for $1.7 billion in

June 2018, the portfolio had grown to

15 solar projects with a total generating

capacity of 945MW located in California,

Colorado and Maryland.

The deal was �nanced through a

bridge-to-bond structure where a $1.16

billion bridge loan was taken out just

three days after the completion of the

acquisition by a set of private placement

notes totalling $1.3 billion.

The portfolio was split into two

separate non-cross collateralised holdcos,

with each raising long-term private

placement notes.

Acquisition price: $1.7 billion

Initial bridge �nancing: $1.1 billion

bridge loan and $60 million LoC

Long-term �nancing: $1.29 billion

Equity: $470 million

Buyer/sponsor: Capital Dynamics

Seller: SunPower Corporation (36.5%),

First Solar (28%), public shareholders

(35.5%)

Bridge loan lenders: MUFG Bank,

MassMutual, CBA, Key Bank

Known private placement investor:

AllianzGI

Tenor: Long-term debt split between a

17.5-year private placement and a 25.5-

year private placement

Pricing: 17.5-year debt pricing starts at

175bp above US Treasuries, 25.5-year

debt at 180bp

Advisers: Amis Patel & Brewer,

Goldman Sachs, Bank of America

Merrill Lynch, Evercore, Baker Botts,

Skadden, Richards Layton & Finger PA,

Mayer Brown, Milbank

Financial close date: 19 June 2018

North American Oil & GasCorpus Christi LNG Train 3The Corpus Christi LNG export facility in

Texas of�cially began producing lique�ed

natural gas (LNG) in November 2018,

with the �rst train due to enter commercial

service in Q1 2019.

The project’s sponsor Cheniere

Energy upsized and amended existing debt

facilities last year to fund construction of

the facility’s third train. Cheniere raised

roughly $4.5 billion to replace the existing

debt facilities and a further $1.8 billion to

fund construction of the new train.

Demand from lenders was

signi�cant, with sources suggesting that

Cheniere only awarded 14% of what each

bank had offered to lend. More than 40

banks participated.

The �nancing increased the project’s

working capital facility to $1.2 billion,

providing funds for revolving working

capital loans, letters of credit and bridging

loans for ongoing operations and natural

gas purchases.

Total debt: $6.137 billion

Sponsor: Cheniere Energy

Lenders: ABN AMRO, Apple Bank

For Savings, Banco Sabadell, Bank

of America, Bank of China, BBVA,

CaixaBank, CIBC, China Merchants

Bank, CIC Bank, CIT Group, Citibank,

CBA, Crédit Agricole, Credit Suisse,

DBS Bank, FirstBank Puerto Rico,

Goldman Sachs, HSBC, ICBC, ING

Capital, Intesa Sanpaolo, JPMorgan,

KEB Hana Bank, KfW IPEX-Bank,

Korea Development Bank, LBBW,

Lloyds, Mizuho Bank, Morgan Stanley,

MUFG Bank, National Australia Bank,

Raymond James, RBC Capital Markets,

Santander, Scotiabank, Siemens Bank,

Société Générale, Standard Chartered

Bank, SMBC, Wells Fargo

Tenor: 6 years and 1 month

Pricing: 200bp above Libor

Advisers: Société Générale, Sullivan

& Cromwell, Norton Rose Fulbright,

Lummus Consultants, Aon

Financial close date: 22 May 2018

North American M&ANextEra Western Renewables PartnersAt �rst glance this deal could seem like a

simple transfer of a portfolio of renewable

energy assets in the US from one

subsidiary of NextEra Energy to another.

It is in fact far more complex.

In September 2018, publicly

traded NextEra Energy Partners (NEP)

and BlackRock Global Energy & Power

Infrastructure formed a joint venture

to acquire 10 wind farms and one solar

project with a combined generating

capacity of 1.388GW from NextEra

Energy Resources.

BlackRock is funding the

acquisition through a combination of

equity and proceeds from back-leveraged

credit facilities provided by a group of

commercial banks led by Citibank.

Under the deal, BlackRock receives

limited cash distributions from the

portfolio during the initial three years and

but then 80% thereafter.

NEP has a call option to buy out

BlackRock’s equity interest from the

fourth year of the JV agreement for a �xed

payment of $750 million plus a �xed pre-

tax return during years four and �ve.

Total value: $1.355 billion

Debt: $983 million ($500 million

term loan; $48.6 million delayed draw

facility; $34.3 million LC facility; $400

million margin loan facility extended to

separate BlackRock-owned obligor)

Buyer: BlackRock Global Energy &

Power Infrastructure II Advisors

Seller: NextEra Energy Resources

Lenders: Citibank, CoBank,

Commerzbank, DnB NOR Bank, Key

Bank, Mizuho Bank, MUFG Bank,

Wells Fargo, Zions Bancorporation

Tenor: 7 years for all debt, except

delayed draw facility which is 3 years

Advisers: MUFG Bank, Citibank,

Simpson Thacher & Bartlett, Latham

& Watkins

Financial close date: 21 December 2018

IJGLOBAL AWARDS 2018

40ijglobal.com Spring 2019

North American RefinancingRhode Island State Energy CenterThe Carlyle Group closed on the

re�nancing of its 594MW Rhode Island

State Energy Center (RISEC) in July 2018.

The deal consisted of a seven-year

$315 million loan A and $45 million

revolver. Investec was the sole bookrunner

on the transaction which featured a

syndicate of over 20 banks.

A three-year tolling agreement with

Shell and �rm capacity payments from the

ISO-NE serve as hedge for the revenues

between January 2019 and December 2021.

The hedging agreements have shorter tenors

than the �nal maturity of the term loan.

The amortizing term loan was

priced at 275bp above Libor, representing

a healthy 2% cut in debt margin for the

borrower. The previous �nancing, which

was signed 2.5 years ago, comprised a

$325 million term loan B priced at 475bp

due 2022, and a $50 million revolving

facility due 2020.

Carlyle Group acquired RISEC

from Entergy in December 2015, for $490

million. The plant has been operational

since 2002.

The drop in the interest rates and

the large number of banks participating on

the syndication showed the large appetite

for the transaction. This re�nancing is

seen as a milestone for partially contracted

gas-�red plants, since the banks provided

a more favourable pricing and terms than

the institutional market.

Total value: $590 million

Debt: $363 million

Sponsor: Carlyle Group

Lenders: Capital One, China Merchants

Bank, Crédit Agricole, East West Bank,

ICBC, Investec, KEB Hana Bank,

MUFG Bank, SMBC

Tenor: 7 years

Pricing: 275bp above Libor

Legal advisers: Skadden, Latham

& Watkins

Financial close date: 20 July 2018

North American PowerSouth Field EnergyAdvanced Power reached �nancial close

on the 1,182MW South Field CCGT

power plant in Ohio, on 23 August 2018.

The transaction was one of the most

prominent green�eld deals to close in the

PJM Interconnection in 2018 with seven

equity investors and a club of 14 lenders

signed on the �nancing.

The �nancing featured a bene�cial

ratio and debt sizing methodology that

took into consideration contractual

capacity payments and multi-year revenue.

PJM, a regional transmission

organization (RTO) that coordinates the

movement of wholesale electricity across

13 US states and the District of Columbia,

was facing questions about power prices –

and the possibility of an overbuilt power

market – which made it more dif�cult

for green�eld projects to close in 2018.

The South Field deal, however, was

oversubscribed.

Both equity and debt investors

included unusual names for the US market,

with heavy participation of Asian investors.

The �nancing was divided into two

tranches: the banking tranche of just under

$500 million priced at 325bp above Libor,

while the $150 million �xed-rate tranche

priced at 6.2%.

Total value: $1.3 billion

Debt: $760 million

Equity: $650 million

Sponsor: Advanced Power

Lenders: Crédit Agricole, CIT Group,

GE Capital, NH Investment Securities,

ABN AMRO, Atudot Pension Fund,

Bank of America, Clal Insurance,

Morgan Stanley, Woori Bank, PIA

Investment Management, ICBC,

National Australia Bank

Tenor: 5 years

Pricing: 350bp (�rst 3 years) and 375bp

(last 2 years)

Advisers: Whitehall & Company,

Bracewell

EPC contractor: Bechtel

Financial close date: 23 August 2018

North American WindCED Wind PortfolioThe CED Wind Portfolio is a grouping

of �ve wind farms across Montana and

South Dakota entirely owned by an

indirect subsidiary of Consolidated Edison

Development with an aggregate capacity

of 180MW.

Three of the projects are operational

and the other two were due to reach

commercial operations in late 2018.

The owner completed a �nancing

of the portfolio on 25 September 2018.

The deal was the �rst broadly syndicated

unrated wind power project issued in the US

private placement market in over a decade.

The debt was split between a $140

million 10-year private placement, an

$18.2 million PPA letter of credit, a $10.5

million DSR letter of credit, and a $2.9

million O&M letter of credit. Proceeds

will be used to fund construction and

operation of the assets.

Keybanc Capital Markets and

MUFG Bank were arrangers of the bonds

and provided the letter of credit.

Six investors made offers totalling

almost $1 billion with four institutions

bidding the cover amount, demonstrating

signi�cant demand.

All the assets bene�t from 20- to 30-

year PPAs with Northwestern Corporation

and Basin Electric Power Cooperative. The

portfolio also bene�ts from production

tax credit revenues that compensate the

projects at the statutory rate.

Total value: $356 million

Debt: $171.6 million

Sponsor: Consolidated Edison

Development

Tenor: 10-year private placement

Pricing: 160bp above 5-year US

Treasuries

Placement agents: MUFG Bank,

Keybanc Capital Markets

Collateral agent: BNY Mellon

Legal advisers: Greenberg Traurig,

Shearman & Sterling

Financial close date: 27 September

2018

Page

42 LatinAmericanRefinancing AltoMaipoHydropower

43 LatinAmericanMidstreamOil&Gas ElEncino-LaLagunaPipelineRefinancing

43 LatinAmericanRoads RutadelCacao

43 LatinAmericanTransmission&Distribution CajamarcaTransmissionLineRefinancing

44 LatinAmericanWater SpenceMineDesalination

44 LatinAmericanUpstreamOil&Gas SepiaMV30FPSO

44 LatinAmericanMining&Metals FrutadelNortePhaseII

45 LatinAmericanDownstreamOil&Gas PetroperúCESCE-guaranteedcreditfacility

45 LatinAmericanM&A ActisAcquisitionofInterGenMexicanPortfolio

45 LatinAmericanAirports SalvadordeBahiaAirport

46 LatinAmericanPower PortodeSergipe1LNGtoPower

46 LatinAmericanSolar CerroDominador

46 LatinAmericanWind MesaLaPaz

Latin America

41ijglobal.com Spring 2019

42ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

Latin American RefinancingAlto Maipo HydropowerThe $3 billion Alto Maipo Hydropower

re�nancing closed in May 2018 despite

cost overruns, changes in equity

ownership, modi�cations to the list of

original lenders, huge cuts to the debt

book, and a technical default.

It will play a key role in transforming

Chile’s energy matrix, diversifying it

towards cleaner sources and reducing its

dependence on fossil fuel generation.

The 531MW hydropower project

has several attractive features: it is located

just 50km south east of Chile’s capital,

Santiago, thereby reducing transmission

costs; its waterways near the turbine

rooms are mostly underground, so the

risk of �ooding is reduced; and it has

government-support to supply zero-

emission electricity to the country’s centre

of power.

The civil works agreement included

the construction of 73km of tunnels on

a lump sum �xed-price contract, which

covers both the work that has already

been undertaken as well as all future

work provided by the contractor. This

reduces geological and construction risks

associated with the project for AES Gener.

Alto Maipo comprises two run-of-

river facilities, the 275MW Alfalfal II in the

Colorado River sub-basin and 256MW Las

Lajas on the Maipo River, west of Santiago.

Even with delays, it has progressed and, to

date, reached 65% of completion.

A brief historyThis third major negotiation – and second

�nancial restructuring in a little more than

a year – had cost overruns of $1 billion.

To fully understand the second

restructuring package, it is crucial to

understand the history of the project.

The developers originally submitted

an environmental impact statement for the

plant in 2006, but it was only approved in

2012. A �rst �nancing package was signed

in 2013 with then-project sponsors AES

Gener (60%) and Antofagasta Minerals’

Minera Los Pelambres (40%), with a debt-

to-equity ratio of 70:30.

Following delays, cost overruns

and engineering challenges, Antofagasta

(owned by Chilean conglomerate Luksic)

dropped out of the Alto Maipo project

in January 2017, having already invested

$350 million towards construction.

AES Gener assumed Antofagasta’s

40% equity stake for a symbolic amount.

In return, the cost of electricity produced

at Alto Maipo to be sold under a power

purchase agreement (PPA) to the Los

Pelambres mine was reduced by 15%.

With costs mounting and the exit of a

large sponsor, Alto Maipo was restructured

for the �rst time in March 2017.

However, in June of the same

year, AES Gener �red its contractor

Constructora Nuevo Maipo (CNM),

putting the project into technical default.

Chile then saw power prices

drop signi�cantly, impacting cash

�ow projections and making a second

re�nancing necessary.

At that point, the power plant was

54% complete and faced debt liabilities

of $613 million. The sponsors felt at this

point that the project should still go ahead,

resulting in the successful renegotiations of

the second re�nancing.

Strabag: From EPC to shareholder and lender The project had a vastly in�ated project

cost, rising from an original construction

budget of $2 billion to a cost of $3.4 billion.

Strabag entered the project as an

EPC contractor but later became a minority

equity shareholder, receiving shares as part

of its payment for its EPC contract.

The equity holders of Alto Maipo

now comprises: AES Gener (93%) and

Strabag AG (7%).

Unusually, Strabag also took on a

lending role on the project. Its Chilean

subsidiary was initially awarded a contract

to build part of the hydropower complex

in 2012.

The total required equity

contribution increased from $800 million

to $1.45 billion.

AES Gener said at the time that up to

$400 million of equity commitments would

be funded with cash from operations,

reducing the pressure on sponsors.

The renegotiated the tunnelling

contract price to be paid in equity, and

introduced a supplier �nancing loan to

cover part of the tunnelling contract price.

DebtOn the debt side, there was a traditional

restructuring, but the project also saw the

banking line-up change. The International

Finance Corporation (IFC) and KfW

exited the project by selling their stakes to

Deutsche Bank.

The new book of lenders comprised

the Inter-American Development Bank

(IDB), Overseas Private Investment

Corporation (OPIC), Banco Estado, Itaú

Corpbanca, DNB Bank ASA, Deutsche

Bank and Strabag.

The new debt package is to be

repaid in 20 years after completion of the

project, which is expected in 2020.

Total value: $3 billion

Debt: $1.245 billion

Project company: Alto Maipo

Sponsors: AES Gener (93%), Strabag

(7%)

Lenders: Inter-American Development

Bank (IDB), Overseas Private

Investment Corporation (OPIC), Banco

Credito de Inversiones, Banco del

Estado de Chile, Itaú Corpbanca, DNB

Bank ASA, Deutsche Bank

Tenor: 20 years after completion

EPC contractor: Strabag

Legal advisers: Norton Rose Fulbright

(senior lenders’ adviser), Baker Botts

(Alto Maipo’s adviser), Claro & Cia

(AES Gener’s adviser), Bo�ll Mir &

Álvarez Jana Abogados (Antofagasta

Minerals’ adviser), Carey (lenders’

Chilean adviser), Chadbourne &

Parke (lenders’ US adviser), Eyzaguirre

(Strabag’s Chilean adviser), Pepper

Hamilton (Strabag’s NY adviser)

Financial close date: 8 May 2018

43ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

Latin American Transmission & DistributionCajamarca Transmission Line RefinancingNatixis put together an innovative

re�nancing structure on a previous loan

facility for the Cajamarca Transmission Line

project in Peru which signed in August 2018.

Natixis acted as sole arranger on

a $175 million, 29-year hybrid private

placement and �xed-rate loan.

As well as acting as sole arranger,

Natixis was sole placement agent, sole

rating advisor, bookrunner of the notes

and administrative agent of the loan.

The re�nancing structure consisted

of a $75.3 million �xed/�oating-rate

senior secured term loan facility and a

$99.5 million aggregate principal amount

of senior secured notes.

The bank privately placed $100

million to three US insurance companies –

American General Life Insurance Company,

Paci�c Life Insurance Company and

Metropolitan Life Insurance Company –

with the remainder of the �nancing sourced

by Natixis through a �xed/�oating-rate loan.

The dual placement strategy of

private placement and �xed rate loan

involving institutional investors through

Natixis’ co-�nancing partnership allowed

the bank to tackle two different pockets of

liquidity at attractive terms.

Banco de Crédito acted as local

collateral agent and trustee.

The Cajamarca transmission line

reached �nancial close in 2015 with

sponsors Bow Power (a subsidiary of ACS

Group) and New York-headquartered

Global Infrastructure Partners (GIP).

Total value: $175 million

Sponsor: Bow Power

Lender: Natixis

Tenor: 29 years

Advisers: Baker & Mckenzie, Clifford

Chance, Rodrigo, Elías & Medrano

Abogados, Estudio Saco-Vertiz &

Landerer

Financial close: 27 August 2018

Latin American RoadsRuta del CacaoThe Ruta del Cacao concessionaire reached

�nancial close on the Bucaramanga-

Barrancabermeja-Yondó 4G highway

project in Colombia in October 2018.

It is the 14th project from the

4G programme to reach �nancial close.

Local institutions provided 38% of

the total, institutional investors 31%,

international institutions 19% and FDN

the remaining 12%.

The Ruta del Cacao concessionaire

was awarded the 25-year concession for

the DBFOM contract in 2015.

Lenders provided a Ps1.6 trillion

($663 million) debt package, comprising

Ps1.575 trillion in senior debt and a Ps105

billion liquidity facility. The �nancial

institutions that provided the debt were

Bancolombia, BBVA, BlackRock, FDN,

Inter-American Development Bank (IDB)

and Unión Para la Infraestructura (UPI).

Meanwhile, FDN was responsible

for providing 16.73% directly, and 32.3%

directly and indirectly. The Colombian

development bank provided a total of

Ps280.9 billion in senior debt and $105

billion in the liquidity line. With its credit

line in local currency, it also participated

indirectly with Ps206.9 billion (or 15.5% of

the total debt), which was granted by IDB.

Total value: Ps2.1 trillion

Total debt: Ps1.6 trillion (Ps1.575

trillion senior debt, Ps105 billion

liquidity facility)

Borrower: Concesionaria Ruta del

Cacao

Sponsors: Cintra Infraestructuras

Colombia, MC Victorias Tempranas,

RM Holding

Lenders: Bancolombia, BBVA,

BlackRock, FDN, IDB, UPI

Advisers: BBVA, Garrigues, Holland

& Knight, Brigard & Urrutia, Philippi

Prietocarrizosa Ferrero, MA Legal,

Skadden, DLA Piper, Pérez-Llorca,

Durán & Osorio Abogados Asociados,

Infrata, Salud Riesgos y Recursos

Humanos Consultores

Latin American Midstream Oil & GasEl Encino-La Laguna Pipeline RefinancingMexican energy developer Fermaca in

June 2018 completed a re�nancing of the

El Encino–La Laguna natural gas pipeline

in Mexico. The deal marked Allianz

Global Investors’ debut investment in

infrastructure debt in Latin America.

The roughly $805 million bank and

bond facility comprised a $450 million

fully amortizing bond with a tenor of 23

years, and a $255 million fully amortizing

term loan with a tenor of 14 years.

The �nancing also included a letter

of credit to support project contingent and

performance obligations. The size of the

guarantee was thought to be in the region

of $100 million.

AllianzGI acted as lead investor on

the $450 million bond tranche. The bond

was listed on the Singapore Stock Exchange

on 22 June 2018 with a coupon of 5.465%.

Meanwhile, the $255 million term

loan was provided by a group of banks

with NordLB acting as coordinating lead

arranger.

Joint bookrunners and joint lead

arrangers were BNP Paribas, ING, Mizuho

and NordLB. Banco Sabadell acted as

arranger with Deutsche Bank taking

on the roles of administrative agent,

settlement agent and collateral agent.

Total value: Around $805 million

Total debt: $805 million ($450 million

bond, $255 million bank debt, around

$100 million)

Borrower: Fermaca Pipeline El Encinco

Lead bond investor: AllianzGI

Bond tenor: 23 years

Bond pricing: Coupon of 5.465%

Bank lenders: NordLB, BNP Paribas,

ING, Mizuho, Banco Sabadell

Administrative agent: Deutsche Bank

Bank debt tenor: 14 years

Advisers: Milbank, Ritch Mueller,

Latham & Watkins, Galicia Abogados,

Lummus Consultants

Financial close date: 21 June 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

44ijglobal.com Spring 2019

Latin American Mining & MetalsFruta del Norte Phase IIThis is the second �nancing closed by

Canadian miner Lundin Gold in as many

years for the development of its Fruta del

Norte gold project in the Cordillera del

Condor region of Ecuador.

Phase 2 of the deal was raised

from a syndicate of seven commercial

bank lenders, with Finnish export

credit agency Finnvera providing export

credit cover.

Tranche A is a $250 million senior

commercial facility, while tranche B is

a $100 million senior covered facility

under a raw material guarantee from

Finnvera.

The debt has a tenor of eight years

with a �nal maturity of no later than June

2026, based on a schedule amortisation

starting at the end of 2020.

Over its 13-year mine life, the

mine is forecast to produce 4.4 million

ounces of gold and 5.2 million ounces of

silver. Fruta del Norte was due to start

operations in Q1 2019.

The project bene�ts from a gold

concentration offtake agreement, whereby

the company will sell approximately half

of its gold concentrate production over the

�rst eight years of operations to Boliden, a

high-tech metal company with a network

of mines and smelters across Europe.

The �nancing and offtake agreement

are seen as �rst of a kind for Ecuador.

Total debt: $350 million

Sponsors: Lundin Gold

Bank lenders: Bank of Montreal, Bank

of Nova Scotia, Caterpillar Financial

Services, ING Capital, KfW IPEX-Bank,

Natixis, Société Générale

ECA: Finnvera

Tenor: 8 years

Pricing: 505bp above Libor for

uncovered tranche, 250bp for covered

tranche

Advisers: Endeavour Financial, Norton

Rose Fulbright, Lexim Abogados,

Milbank

Latin American Upstream Oil & GasSepia MV30 FPSOThe Sepia �eld project entails the

development of two oil �elds, Sepia and

Sepia Leste, both located off the coast of

Rio de Janeiro, Brazil.

Both �elds lie in the pre-salt layer of

the Santos Basin in Block BM-S-24, which

is jointly owned by operator Petrobras

(80%) and Galp Energia subsidiary

Petrogal Brasil (20%).

First oil from the project is expected

in 2021.

Petrobras signed a 21-year �oating

production storage and of�oading

(FPSO) charter agreement for the project

with the Sepia MV30 consortium in

October 2017.

The consortium consists of

MODEC, Mitsui, Mitsui OSK Lines,

Marubeni Corporation and Mitsui

Engineering & Shipbuilding.

To �nance delivery of the FPSO, the

sponsors raised close to $1 billion in debt

in March 2018, in what was the �rst FPSO

connected to Petrobras project �nanced in

almost three years.

Japanese ECAs JBIC and NEXI and

a group of commercial banks participated

in the �nancing. JBIC provided a direct

loan of almost half the total debt, while

NEXI wrapped part of the commercial

bank debt.

The FPSO will have a processing

capacity of 180,000 barrels of crude oil

equivalent per day, 212 million cubic feet

of gas per day, and 240,000 barrels of

water injection per day. It will also have

a total storage capacity of 1.4 million

barrels of crude oil.

Total debt: $987 million

Sponsors: Mitsui & Co, Marubeni

Bank lenders: ABN AMRO, ING

Group, Mizuho, MUFG Bank, OCBC,

Société Générale, SMBC

ECAs: JBIC, NEXI

Tenor: 15 years and 5 months

Legal advisers: King & Spalding,

Norton Rose Fulbright

Latin American WaterSpence Mine DesalinationA joint venture between Mitsui and

Tecnicas de Desalination de Agua

(Tedagua) signed in 2017 a 20-year

concession with BHP Billiton to build,

own, operate and transfer a desalination

plant serving the mining company’s

Minera Spence mine in Chile.

The resulting project �nancing,

which closed in June 2018, featured

signi�cant complexity given the project on

project risk involved.

The Spence mine desalination

project is part of a wider $2.5 billion

expansion of the mine that is intended to

extend its life by 50 years.

The 17-year senior debt facility

attracted a group of 11 lenders, with a mix

of experienced banks and institutions that

had not previously participated on deals

in the region before. Two of the lenders,

Santander and BBVA, also provided a

peso-denominated VAT facility.

Both Mitsui and Tedagua have

signed a hedging guarantee agreement that

is intended to make-whole lenders upon

the termination of the interest rate hedging

on the deal.

Total value: $706 million

Debt: $558 million ($472 million term

loan, $46 million in standby facilities,

$40 million VAT facility)

Sponsors: Mitsui & Co (50%), Tedagua

(50%)

Lenders: BBVA, Crédit Agricole

Group, ING Group, Intesa Sanpaolo,

Mizuho Bank, MUFG Bank, National

Australia Bank, Nippon Life Insurance,

Santander, SMBC, Sumitomo Mitsui

Trust Bank

Tenor: 17-year term loan, 9-year

standby facilities, 7-year VAT facility

Pricing: 237bp above Libor for large

tickets, 200bp for small tickets

Advisers: MUFG Bank, Allen &

Overy, Garrigues, Barros & Errázuriz

Abogados, Mayer Brown, Larrain y

Asociados, Mott MacDonald, EY,

Wood Mackenzie

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

45ijglobal.com Spring 2019

Latin American AirportsSalvador de Bahia AirportThis transaction featured the �rst full non-

recourse loan for an airport �nancing in

Brazil, a market where lenders often allocate

delay and overrun risk to the sponsors.

Vinci Airports of�cially took

over operations of Salvador de Bahia

Airport on 2 January 2018, having won

a 30-year concession for the operations,

maintenance, extension and upgrading

of the airport’s terminal and runways in

August 2017 under Brazil’s �fth round of

airport concession auctions.

Work includes a major expansion

of the existing airside infrastructure,

construction of a new departure area

and refurbishment. The �rst phase of the

project is expected to be complete by

October 2019.

To �nance phase one of the

renovation and expansion work, Vinci

signed a roughly R516 million ($134

million) loan on 29 June with Brazilian

regional development bank Banco do

Nordeste (BNB). The loan, which matures

in 20 years, is also the longest �nancing

for an airport in Brazil to date.

The loan from BNB was

complemented by a letter of credit

syndicated to seven banks, resulting in

a highly visible transaction in the local

market. Banks included Banco Bradesco,

Itaú Unibanco, Banco ABC Brasil, ABN

AMRO Bank, Banco BNP Paribas

Brasil, Intesa Sanpaolo Brasil and Banco

Sumitomo Mitsui Brasileiro.

Total value: R2.26 billion

Debt: R517 million

Borrower: Concessionária do

Aeroporto de Salvador

Sponsor: Vinci Airports

Lender: Banco do Nordeste (BNB)

MLAs: Bradesco, Itaú BBA, ABC Brasil,

ABN AMRO, Intesa Saopaolo, SMBC,

BNP Paribas

Tenor: 20 years

Advisers: BNP Paribas, Mattos Filho

Advogados, Vieira Rezende Advogados,

ALG, ICF, ERM, Gras Savoye

Latin American M&AActis Acquisition of InterGen Mexican PortfolioThis landmark transaction involved the

sale of one of the leading independent

power generating platforms in Mexico,

and saw Actis complete its largest

acquisition to date.

InterGen’s Mexican businesses

includes 2.2GW of capacity across six

operational CCGT plants and a 155MW

wind farm with partner IENova. The

portfolio also includes three gas compression

stations and a 65km gas pipeline.

InterGen, which is jointly owned by

Canadian Ontario Teachers’ Pension Plan

and China Huaneng Group/Guangdong

Yudean Group, announced plans to of�oad

its Mexican business interests in May 2017,

and entered into an agreement with Actis to

sell the portfolio for an enterprise value of

$1.256 million in December.

Actis was invested via the Actis

Energy 4 fund.

As part of the �nancing for the

transaction (including the acquisition and

to repay existing consolidated project

debt), Actis’ wholly-owned subsidiary

Cometa Energía issued $860 million of

senior secured notes due 2035 on the

Singapore Stock Exchange, and also

secured a separate credit facility. The

notes priced on 19 April 2018 and the

transaction closed the following week.

The platform was rebranded as

Saavi Energia.

Total value: $1.256 billion

Debt: $860 million

Buyer: Actis Energy 4

Seller: InterGen

Bond issuer: Cometa Energía

Bookrunners: BNP Paribas, Citigroup,

JP Morgan, Scotiabank, SMBC Nikko

Capital

Tenor: Due 2035

Pricing: 6.375% coupon

Advisers: Bank of America Merrill

Lynch, Barclays, Milbank, Skadden,

Creel, Galicia, Shearman & Sterling,

NautaDutilh, Loyens & Loeff

Latin American Downstream Oil & GasPetroperú CESCE-guaranteed credit facility Peru’s state-owned oil company Petróleos

del Perú (Petroperú) has been raising debt

to fund the $5.4 billion modernisatio

of its Talara re�nery since 2014. At the

beginning of 2018 it �nally reached

�nancial close on the project.

In 2014 it signed an EPC contract

with Técnicas Reunidas for the works

and closed a $500 million corporate debt

facility with three commercial banks.

Then it raised $2 billion in its �rst-

ever international bond placement in

2017, in an issuance that was �ve times

oversubscribed.

This latest debt facility features

six commercial banks providing $1.3

billion in 10-year debt, with Spanish ECA

Compañía Española de Seguros de Crédito

a la Exportación (CESCE) providing credit

insurance. Spain’s Instituto de Crédito

O�cial (ICO) also supported the deal with

an interest make-up agreement.

Works are due to increase the

production capacity of the re�nery from

62,000 to 95,000 barrels per stream

day. The project also aims to reduce the

environmental impact of the re�nery via the

production of fuels of improved quality, and

increase the plant’s ability to process heavy

crudes to improve operational �exibility.

Petroperú is still leaving open

the possibility of raising further debt

up to $600 million, if needed, to fund

construction. This debt is likely to be in

the form of another bond issuance.

Total debt: $1.3 billion

Sponsor: Petroperú

Initial MLAs, underwriters and

bookrunners: BBVA, BNP Paribas,

Citigroup, HSBC, JP Morgan,

Santander

ECA: CESCE

Tenor: 13 years

Pricing: Annual interest rate of 3.96%

Advisers: Allen & Overy, Estudio

Echecopar, Muñiz, Skadden

IJGLOBAL AWARDS 2018

46ijglobal.com Spring 2019

Latin American WindMesa La PazAES and Mexican conglomerate Grupo

Bal’s joint venture EnerAB closed on

the �nancing for the construction of the

306MW Mesa La Paz wind farm.

Located in the state of Tamaulipas,

the project bene�ts from a 25-year power

purchase agreement with Grupo Bal

subsidiary Grupo Peñoles. The tenor

of this agreement is signi�cantly higher

than the average of 15 years for private

offtakers in the country.

The project achieved a debt-to-

equity leverage of 76:24.

Financing comprised a $304.15

million senior secured notes due 2044,

$72.6 million in credit facilities and $63

million in a VAT working capital line.

The senior notes received a green-bond

certi�cate by S&P.

This structure means that the

�nancing covered the contracted cash

�ow and front loaded seven years of

merchant exposure.

Closed on 21 May 2018, the

transaction was one of the �rst green�eld

project bonds in Mexico to take

true construction risk and no credit

enhancements. The bonds were privately

placed in the US.

The �nancing also included

a delayed draw feature, which is a

characteristic usual to bank markets and

atypical in project bonds.

Total value: $580 million

Total debt: $440 million

Sponsors: AES, Grupo Bal

Placement agents: JP Morgan, BNP

Paribas

VAT provider: Bancomext

Tenor: 26.5 years

Pricing: 300bp above UST

Contractors: Acciona (balance of plant),

Vestas (wind turbine supplier)

Advisers: Latham & Watkins, Paul

Hastings, Galicia Abogados, Mijares

Agoitia Cortes y Fuentes, DNV GL,

Mandy McNeill, KPMG

Financial close date: 21 May 2018

Latin American SolarCerro DominadorLocated in the Antofagasta region near

Calama, in the Chilean desert at elevation

of around 1,550m above sea level, the

Cerro Dominador project comprises a

100MW solar PV farm (which has been

operational since 2017) and 110MW

concentrated solar power (CSP).

The �nancing directly relates to

the CSP portion of the project. Cerro

Dominador is the �rst CSP project in

Latin America and one of the largest

renewable energy project �nancing in the

region to date.

The project was awarded 15-year

power purchase agreements in 2013, as part

of an energy auction by the Chilean Ministry

of Energy. A total of 23 distribution

companies will offtake the production.

EIG Global Energy partners

acquired Cerro Dominador from former

co-sponsor Abengoa, amid the latter’s

bankruptcy proceedings.

Abengoa and Acciona are the EPC

contractors, with Acciona providing a

wrap mitigating Abengoa’s insolvency risk.

The project costs amount to roughly

$1.2 billion, which was funded through

equity and $860.2 million senior secured

debt. This includes: $553.2 million

term loan with a seven-year tenor; $90

million �xed-rate tranche provided by

Korean investors; and $65 million loan

from development banks. Financing also

included a $32 million debt service reserve

and a $120 million VAT facility.

Total value: $1.2 billion

Debt: $860.2 million

Sponsor: EIG Global Energy Partners

Lenders: Natixis, Société Générale,,

Deutsche Bank, Santander, ABN

AMRO, BTG Pactual, Commerzbank,

Helaba, ICO, KfW-IPEX Bank, Kyobo,

Corfo, Brook�eld

Tenor: 7 years

Advisers: Astris Finance, Milbank,

Clifford Chance, Morales y Besa,

Barros y Errazuriz, Sargent & Lundy

Consulting, ERM, Synex, Mandy McNeil

Latin American PowerPorto de Sergipe 1 LNG to PowerCentrais Eléctricas de Sergipe (Celse), a JV

between Ebrasil and Golar Power, closed

on an innovative multi-currency hybrid

�nancing for Porto de Sergipe I – Latin

America’s largest integrated LNG-to-

power project to date.

Celse will provide a total of $400

million equity, including $123 million in

cash reserves, split equally between Ebrasil

and Golar Power.

Meanwhile, the non-recourse

project �nancing – itself a rarity in the

Brazilian market – included R3.2 billion

($984 million) of privately placed project

bonds. Swiss Export Risk Insurance

(SERV) covered the bonds, which were

issued in local currency – a market �rst for

bond issuers and insurers.

The SERV wrap relates to the fact

that GE will be constructing the power

plant as a turnkey contractor.

Meanwhile, the IFC and IDB Invest

provided loans of $200 million and $288

million, respectively.

Total value: $2.046 billion

Debt: $1.646 million (R3.2 billion senior

bonds, $200 million from IFC, up to

R664 million from IDB Invest, $38

million from IDB Invest, $50 million

mobilized from China Co-�nancing Fund

for Latin America and the Caribbean,

$120 million mezzanine debt from GE)

Total equity: $400 million

Sponsors: Ebrasil (50%), Golar Power

(50%)

Bookrunner and initial purchaser:

Goldman Sachs

Lenders: IDB Invest, IFC, GE

ECA: SERV

Tenor: 15 years (bonds, IFC loan, IDB

loans), 5 years (mezzanine)

Pricing: 9.85% coupon (project bonds)

Advisers: Goldman Sachs, PFR

Advisors, White & Case, Milbank,

Stocche Forbes, Machado Meyer,

Mott MacDonald, Grupo Mercados

Energéticos Consultores

Page

48 AsiaPacificOffshoreWind FormosaI

49 AsiaPacificMidstreamOil&Gas AustraliaPacificLNG

49 AsiaPacificSocialInfrastructure WaikeriaPrisonDevelopment

49 AsiaPacificSolar SunraysiaSolarFarm

50 AsiaPacificEnergyStorage BulganaGreenPower

50 AsiaPacificTransport WestConnex

50 AsiaPacificMining&Metals GruyereGold

52 AsiaPacificWaste KwinanaWaste-to-Energy

52 AsiaPacificM&A AcquisitionofEquisEnergy

52 AsiaPacificBiomass ChanaGreen

53 AsiaPacificRefinancing BayfrontInfrastructureCapital

53 AsiaPacificPPP TibarBay

53 AsiaPacificHydro CocSan

54 AsiaPacificUpstreamGas&Oil ProjectGajah

54 AsiaPacificGeothermal RantauDedap

54 AsiaPacificPetrochemicals LongSon

55 AsiaPacificCoal-FiredPower NghiSonII

55 AsiaPacificOnshoreWind DouhokuOnshoreWindProject

55 AsiaPacificGas-FiredPower JavaI

Asia Pacific

47ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

48ijglobal.com Spring 2019

Asia Pacific Offshore WindFormosa IThe transaction to �nance the development

of Taiwan’s �rst large-scale offshore wind

project – the 128MW Formosa I offshore

wind farm off the coast of Chunan Town,

Miaoli County – represents a landmark

deal for the region for several reasons.

Formosa I is the �rst offshore

wind project �nancing deal in Asia, and

it highlights the Taiwanese regulator

Financial Supervisory Commission’s efforts

to bolster the island’s �nancial capital

supply chain. Domestically, it is also the

�rst extended-tenor export credit agency-

backed project �nancing in Taiwan.

Phase oneThe transaction to �nance the 120MW

second phase of Formosa 1 included the

re�nancing of the project’s 8MW pilot phase

which has been fully operational since April

2017, having been brought to �nancial close

by local Taiwanese renewables business

Swancor Renewable in May 2016.

Financing for phase one, which

consists of 2x 4MW SWT-4.0-120

Siemens wind turbines, was supported by

debt provided by lenders including Cathay

United Bank, EnTie Commercial Bank and

BNP Paribas.

In January 2017, Macquarie Capital

and Ørsted (formerly DONG Energy)

acquired equity interests in Formosa 1

Wind Power – the project’s special purpose

vehicle – resulting in a new shareholding

structure of Macquarie Capital (50%),

Ørsted (35%) and Swancor (15%).

The ownership structure changed

again, after �nancial close, in late 2018

when Macquarie Capital and Swancor

each sold down half of their stakes to

JERA, a Japanese joint venture between

Tepco and Chubu Electric Power.

Pathfinder transactionThe sponsors drew on a group of four

Taiwanese and seven international banks,

along with Danish export credit agency

EKF, to raise a NT$17.6 billion three-

tranche term loan plus a NT$1 billion

guarantee facility for the project’s next

stage of development.

Lenders from phase one – Cathay

United, EnTie and BNP Paribas – were

joined on the deal by ANZ, Crédit Agricole,

DBS, ING Bank, KGI Bank, MUFG Bank,

Société Générale and Taipei Fubon. The 11

MLAs did not take equal debt tickets which

ranged from about NT$1.5-3 billion each,

with BNP Paribas and Taipei-based Cathay

United on the higher end.

The 16-year, fully amortizing debt

package will fund the development,

construction, commissioning, testing and

operation of Formosa I’s second phase and

re�nance phase one’s corporate debt.

The term loan’s three tranches

consisted of an EKF-wrapped base

facility (60% coverage), a commercial

base facility and a commercial standby

facility. Pricing was 230bp over three-

month Taibor, stepping down to 200bp

at the commercial operation date, which

is expected in Q1 2020. Formosa 1 is the

�rst project to receive an EKF guarantee in

New Taiwan dollars.

The MLAs divvied up the

structuring work, pairing a domestic bank

with an international one. Cathay United

and Crédit Agricole took the construction

risk through their FX hedges along with

co-documentation, while Taipei Fubon and

MUFG Bank teamed up as co-insurance

banks. BNP Paribas, ING and Société

Générale were the interest rate hedge,

model and technical banks, respectively.

ANZ, DBS, EnTie and KGI Bank were

hedge providers.

Power purchase agreement and suppliersFinancial close on the transaction in June

2018 followed some seven months after

Formosa 1 Wind Power signed a 20-year

power purchase agreement (with a �ve-

year option) with state utility Taipower in

December 2017. The PPA, however, had

notable drawbacks, including a lack of

linking to an in�ation index.

International companies Jan De

Nul, Siemens Gamesa Renewable Energy

and Specialist Marine Consultants

have been mitigating interface risk with

their EPCI, wind turbine and marine

coordination contracts.

Seajack will start installing 20x

Siemens Gamesa wind turbines at the site

in Q2 2019 in its �rst renewables contract

beyond Europe, using the self-propelled

vessel Zaratan.

Meanwhile, Swancor Renewable’s

parent company Swancor and China Steel –

both equity holders in offshore wind projects

– are the vanguard of the local supply chain

of wind energy. Swancor hardener and

resin are being used on Siemens Gamesa’s

blades, which began production in February

2019. China Steel, meanwhile, is jointly

developing the 300MW Chong Neng

project with Copenhagen Infrastructure

Partners. Danish adviser FairWind intends

to collaborate with Siemens Gamesa on

the project’s pre-assembly work by training

Taiwanese technicians.

In the long-term, Formosa 1 is paving

the way for other Taiwanese companies –

including Century Iron and Steel Industrial,

dredging and nearshore construction

company Hung Hua Construction, and

Taiwan Cogeneration Corporation – to be

involved in other offshore wind projects.

Total debt: NT$18.7 billion (NT$17.6

billion term loan, NT$1 billion

guarantee)

SPV: Formosa 1 Wind Power

Sponsors at �nancial close: Macquarie

Capital (50%), Ørsted (35%), Swancor

(15%)

MLAs: ANZ, BNP Paribas, Cathay

United, Crédit Agricole, DBS, EnTie,

ING, KGI Bank, MUFG Bank, Société

Générale, Taipei Fubon

ECA: EKF

Tenor: 16-year door-to-door and fully

amortized

Pricing: 230bp above 3-month Taibor,

stepping down to 200bp at COD

Offtaker: Taipower

Advisers: BNP Paribas, Aon, Benatar

& Co, Clifford Chance, EY, Lee & Li,

Linklaters, Macquarie, Tsar & Tsai,

Wood Group

49ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

Asia Pacific SolarSunraysia Solar FarmThe Sunraysia Solar Farm, developed by

Maoneng Australia, is due to be among

the very largest Australian solar plants at

255MWp. The deal saw UK-based John

Laing Group enter Australian solar after

two years circling the space, and Maoneng

cement its promising position in the market

with its second project in the country.

John Laing invested in the project

at the pre-construction stage, in line

with its strategy for entering Australian

green�eld projects.

The contractors too are gaining

sector footholds with the Sunraysia project.

This is the largest renewables project on the

books for EPC contractor Decmil, and its

second major solar EPC undertaking.

The offtake structure is in keeping

with the progressive Australian renewables

sector, as AGL Energy and the University

of New South Wales each signed 15-year

PPAs for a combined 75% of output.

The output from the project will

serve both the states of New South Wales

and Victoria.

And there is more to come from

Sunraysia, as Maoneng is developing

Sunraysia Emporium – an adjacent large-

scale, grid-connected energy storage project. 

Total value: A$361.53 million ($257.17

million)

Debt: A$241 million (A$230 million

term loan, A$11 million revolver)

Equity: A$120.53 million

Sponsors: John Laing (90.1%),

Maoneng Group (9.9%)

Lenders: Bank of China, ING, Mizuho

Bank, National Australia Bank, NordLB

Tenor: 5 years (term loan), 2 years

(revolver)

Offtakers: AGL Energy, UNSW

Contractors: Decmil, Jinko Solar,

NEXTracker, Schneider Electric

Advisers: Allens, Aon, Clifford Chance,

Energy Action, EY, Jacobs, King

& Wood Mallesons, Norton Rose

Fulbright, Rothschild, White & Case,

Willis Towers Watson

Asia Pacific Social InfrastructureWaikeria Prison DevelopmentThe Waikeria Prison Development

PPP will provide the Department of

Corrections with a state-of-the-art facility,

supporting the New Zealand government’s

intention to deliver a more effective and

humane justice system.

Sponsors Paci�c Partnerships

and Morrison & Co signed a 25-year

concession to design, build, �nance and

maintain a new 500-prisoner facility on

the site of the existing Waikeria Prison.

The sponsor consortium also assumes

responsibility and risk for providing

an electronic security system, which is

contracted to Honeywell.

The project was, surprisingly,

the only PPP to come to �nancial close

during the year 2018 in Australia and

New Zealand, and it did not achieve this

without overcoming certain challenges.

The rival bidder consortium

withdrew before the end of the

procurement, requiring a robust evaluation

process for the sole bid. Meanwhile, a

change of government during the tender

put the project on hold.

Total value: NZ$850 million ($575.5

million)

Debt: NZ$762 million (NZ$735

million term loan, NZ$27 million debt

service reserve facility)

Equity: NZ$88 million

Sponsors: HRL Morrison & Co (60%),

Paci�c Partnerships (40%)

Lenders: Australia and New Zealand

Banking Group, KfW IPEX-Bank,

Mizuho Bank, MUFG Bank, Natixis

Grantor: New Zealand Department of

Corrections

Contractors: Cushman & Wake�eld,

Honeywell, CPB Contractors

Tenor: 5 years

Advisers: Anderson Lloyd, Aquenta,

Ashurst, EY, Kensington Swan, King

& Wood Mallesons, Minter Ellison,

MUFG Bank, Russell McVeagh

Financial close date: 19 September 2018

Asia Pacific Midstream Oil & GasAustralia Pacific LNGProject company Australia Paci�c LNG,

the largest producer of natural gas in

eastern Australia, undertook in 2018

the largest US private placement for an

Australian project to date and the �rst

major APAC oil and gas project bond. The

transaction further opens up this longer-

term debt market for the wider Australian

infrastructure sector.

This transaction was distinct due

to the direct sale of the notes to investors

(with no underwriting), establishing an

ongoing relationship between the issuer

and the investors. Terms were negotiated

with investors, rather than presented to

the market as in the case of a project bond.

The $1.4 billion private placement

achieved a 12-year tenor. It part repays

a Export-Import Bank of China facility

raised in 2012 as part of the original $8.5

billion APLNG project �nance.

The long-term sale and purchase

agreements are until 2035, and APLNG

has been able in achieving a later

maturity to better match the cash �ow

pro�le, and reduce debt and distribution

break-even levels.

APLNG was the �rst coal seam gas-

to-LNG project ever �nanced in 2012, and

operations started in 2016.

Total value: $1.4 billion

Debt: $1.4 billion US private placement

Borrower: Australia Paci�c LNG

Processing Pty Ltd

Sponsors: Origin Energy (37.5%),

ConocoPhillips (37.5%), Sinopec (25%)

Joint bookrunners and lead placement

agents: Citigroup, JP Morgan

Co-placement agent: Australia and New

Zealand Banking Group

Tenor: 12 years

Pricing: 4.82%

Advisers: Allens, Clayton Utz, Gas

Strategies, Latham & Watkins, Lummus

International, Netherland Sewell &

Associates, Sullivan & Cromwell

Settlement date: 27 September 2018

IJGLOBAL AWARDS 2018

50ijglobal.com Spring 2019

Asia Pacific Mining & MetalsGruyere GoldPerth-based Gold Road Resources raised a

A$150 million ($106.7 million) corporate

�nancing in May 2018 in a deal which

gives the company the funding and

�exibility it needs as it transitions from an

explorer to a mid-tier gold producer with

signi�cant exploration upside.

Gold Road Resources has no

operational assets, but the business

is centred on the Gruyere Gold Mine

project which is in construction – and in

which Gold Road Resources owns 50%

alongside partner Gold Fields.

Gold Road Resources was able to

raise the corporate �nancing from banks,

based on the quality of the Gruyere

project, which at the time of the loan was

in advanced construction. Banks have lent

with the Gruyere mine as the source of

debt repayment.

Three lenders provided a revolving

credit facility, a working capital facility

and an additional discretionary gold

hedging facility so the company can

manage its gold price risk exposure as

Gruyere moves into production.

Gold Road Resources is also

gaining from the new �nancing the

ability to pursue new opportunities for

exploration, including from its newly

acquired 50% interest in the South

Yamarna project.

Gold Road Resources acquired this

from Sumitomo Metal Mining Oceania

on 4 May 2018.

Total value: A$150 million

Debt: A$150 million (A$100 million

revolving credit facility, A$50 million

working capital facility)

Borrower: Gold Road Resources

Lenders: Société Générale, ING,

National Australia Bank

Tenor: 5-year revolving credit facility

Advisers: Herbert Smith Freehills, PCF

Capital, King & Wood Mallesons

Financial close date: 10 May 2018

Asia Pacific TransportWestConnexIn 2017 the state government of New

South Wales launched the sale of 51%

of the concession holder for one of the

largest infrastructure projects in Australia’s

history: the A$16.8 billion ($12 billion)

WestConnex project to build 33km of new

motorway, largely underground, to alleviate

the congested roads system in Sydney.

The A$4 billion Stage 1 debt

�nancing required extensive creditor

analysis and structuring around both traf�c

and construction risk. This �nancing repaid

existing debt, remaining Stage 1 construction

capex and a A$1.1 billion bridge facility.

The bridge loan partly funded

Sydney Transport Partners’ A$9.3 billion

upfront payment to the NSW government

to acquire 51% of the concessionaire

WestConnex, which has operational

rights for around 63km of motorways to

the end of 2060.

Total value of acquisition: A$9.3 billion

Equity: A$8.2 billion

Debt: A$1.1 billion at acquisition + A$4

billion to �nance Stage 1 (A$2 billion

3-year loan, A$2 billion 5-year loan)

Buyer: Sydney Transport Partners

(Transurban (50%), AustralianSuper

(20.5%), Canada Pension Plan

Investment Board (20.5%), Tawreed

Investments (9%))

Seller: State of New South Wales

Lenders: Agricultural Bank of China,

ANZ, Bank of China, CIBC, CBA,

Crédit Agricole, Export Development

Canada, ICBC, ING, KEB Hana

Bank, Mizuho Bank, NAB, SMBC,

Scotiabank, Société Générale, Westpac

Advisers: Advisian, Aquasia, Clifford

Chance, Greenwoods & Herbert Smith

Freehills, e3 Advisory, King & Wood

Mallesons, KPMG, Macquarie Capital,

Marsh, Morgan Stanley, UBS, WSP,

Clayton Utz

Acquisition �nancial close date: 27

September 2018

Stage 1 �nancial close date: 26 October

2018

Asia Pacific Energy StorageBulgana Green PowerFrench developer Neoen’s Bulgana Green

Power Hub in Victoria represents not only

the �rst project �nancing deal for a Tesla

battery in Asia Paci�c, but also the �rst

agribusiness partnership of its kind.

The A$343 million ($244 million)

wind and battery storage hybrid project

consists of a 194MW wind farm and a

20MW / 34MWh battery storage unit

using Tesla lithium-ion powerpacks.

The state government of Victoria

will offtake the majority of Bulgana’s

output, having signed a sought-after

15-year PPA for 90% of the electricity

generated by the wind farm.

The remaining 10% will be

sold to Nectar Farms, a pioneering

Australian producer of organic vegetables

developing large high-ef�ciency, low-water

consumption hydroponic greenhouses.

Neoen is a key player in the

Australian renewables market, on target to

deliver on its target of 1GW of operational

assets by 2020. Bulgana is its largest

single-phase project in Australia to date.

A group of international lenders

provided debt with a tenor in excess of

20 years, exceeding the length of the PPA

with the state.

Total value: A$343 million

Debt: A$108 million

Equity: A$115 million

Sponsor: Neoen

Lenders: KfW IPEX-Bank, Korea

Development Bank, Société Générale

Agent bank: National Australia Bank

Tenor: Over 20.5 years

Offtakers: State of Victoria, Nectar

Farms

Contractors: Siemens Gamesa (EPC

services), Tesla (battery supplier),

AusNet Services (transmission)

Advisers: Baker McKenzie, Elgar

Middleton, EY, Jacobs, JCRA, Mazars,

Minter Ellison, White & Case, Willis

Towers Watson, WSP

Financial close date: 19 March 2018

IJGLOBAL AWARDS 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

52ijglobal.com Spring 2019

Asia Pacific BiomassChana GreenA record 18-year debt tenor is dif�cult to

imagine for a limited-recourse biomass

project �nance deal in Asia. Add the

project’s location – Chana, Songkhla, in

Thailand’s southern region – where risk of

political con�ict and unrest is real, and this

transaction becomes even more notable.

However, that is exactly what

Bangkok-based Gulf Energy Development

(GED) achieved on its 25MW Chana Green

biomass project, working with the Asian

Development Bank (ADB) and Bangkok

Bank (BBL) to bring the �nancing for the

project across the �nishing line.

GED’s debt-to-equity target tends

to be 3-to-1 on projects, meaning that this

some Bt2.3 billion ($71.8 million) project

was forecasted to have a debt package of

about Bt1.725 billion.

Yet, project �nance debt outpaced

that mark with Bt1.992 billion split

between two tranches: Bt1.109 billion

provided by the ADB and around Bt883.2

million provided by BBL. Pricing was over

THBFIX and a �xed coupon, with ADB

understood to have the �oater.

Special purpose vehicle Chana

Green intends to supply the biomass plant

with residual waste from rubber wood

– a rubber tree by-product from nearby

farmers – sourced at market-based prices.

The power plant should start

commercial operations by March 2020.

Debt: Bt1.992 billion (Bt1.109 billion

from the ADB, around Bt883.2 million

from BBL)

Borrower: Chana Green Company

Limited

Sponsor: Gulf Energy Development

Lenders: Asian Development Bank,

Bangkok Bank

Tenors: 18 years (ADB-tranche),

15 years (BBL-tranche)

Contractor: Sino-Thai Engineering and

Construction

Advisers: Baker McKenzie, Marsh,

Norton Rose Fulbright, Owl Energy

Financial close date: 19 March 2018

Asia Pacific M&AAcquisition of Equis EnergyThe acquisition of Equis Energy, which

comprises a 180-project development

pipeline, has the claim to be the largest

renewable energy transaction in history.

Global Infrastructure Partners

(GIP) from the US with partners from

Canada and China (Public Sector

Pension Investment Board and CIC

Capital) emerged from the acquisition

as the owners of a dominant renewables

developer with a presence in Australia,

Japan, India and Indonesia, Thailand and

the Philippines. The new owners have

renamed the platform Vena Energy.

The size of Vena Energy’s portfolio

continues to evolve, but as of March 2019

the latest capacity was 12.22GW.

With such an immense and diverse

portfolio of assets, due diligence and

preparations spanned shovel-ready, in-

construction and operational assets, FDI

approvals in Australia and $1.3 billion of

existing project �nancing liabilities across

40 facilities.

Nevertheless, from signing binding

agreements in October 2017, GIP and

its co-investors brought the deal to

completion in around three months.

Total value: $5 billion

Equity: $3.25 billion

Debt: $470 million acquisition

�nancing, $1.3 billion assumed non-

recourse project �nancings

Buyers: Global Infrastructure Partners,

Public Sector Pension Investment Board,

CIC Capital

Seller: Equis Funds Group

Lenders: ABN AMRO Bank, BNP

Paribas, Commonwealth Bank of

Australia, Crédit Agricole, DBS Bank,

ING, Intesa Sanpaolo, MUFG Bank,

Rabobank, Siemens Bank, SMBC,

Société Générale

Tenor: 5-year acquisition facility

Advisers: Allen & Overy, Arup, Clifford

Chance, Credit Suisse, JP Morgan,

Mazars, Skadden

Financial close date: 19 January 2018

Asia Pacific WasteKwinana Waste-to-EnergyThe Kwinana Waste-to-Energy project

heralds the launch of an entirely new

sector in Australia, as the country’s �rst

large-scale energy-from-waste plant.

Phoenix sought the �nancial

backing necessary for the project, but

potential partners came and went. Then

in 2015, Australia’s own Macquarie

Group stepped in as �nancial adviser

to structure a project �nancing which

ultimately attracted banks, a state lender

and institutional lenders.

In December 2016, Macquarie signed

on to also become an equity partner and co-

developer. Netherlands-headquartered DIF

came on board before close.

Kwinana is due to have capacity to

receive and process up to 400,000 tonnes

of residual waste per year to produce

36MW (net) baseload power.

Long-term 20-year contracts to

underpin the project are in place with

Rivers Regional Council and City of

Kwinana, as well as contracts with Veolia

and two regional councils.

Total value: A$698 million

Equity: A$275 million

Grant: A$23 million

Debt: Up to A$400 million (up to A$90

million �xed-rated CEFC tranche,

A$310 million �oating-rate tranche)

Sponsors: Macquarie Capital (40%

equity investor and developer), DIF

(60% equity investor), Phoenix Energy

(developer)

Lenders: Clean Energy Finance

Corporation, IFM Investors, Investec,

Metrics Credit Partners, Siemens Bank,

SMBC

Tenor: 5 years

Pricing: 300bp above BBSY

Advisers: ACIL Allen, Allens, Ashurst,

DLA Piper, EY, Fichtner, Gilbert

+ Tobin, Herbert Smith Freehills,

Macquarie Capital, Minter Ellison,

Norton Rose Fulbright, Ramboll, SLR

Consulting

Financial close date: 18 October 2018

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

53ijglobal.com Spring 2019

Asia Pacific HydroCoc SanInfraCo Asia became a sponsor of the

29.7MW Coc San run-of-river hydro

plant in 2012 when the project was at

risk of being abandoned. It divested from

the asset in November 2018, realising

roughly 2x the value of its original

$7.5 million investment having entirely

restructured the project.

Tokyo Electric Power Company

(TEPCO) was the buyer of InfraCo Asia

33.4% stake in Coc San in what is the

Japanese utility’s �rst investment in a

project outside of Japan. It owns and

operates over 160 hydropower projects

in Japan.

Project implementation had halted

in 2011 at a relatively early stage of

development due to the original sponsors

exhausting all initial capital and falling to

raise long-term debt.

InfraCo brought Singapore-based

Nexif into the project as a developer,

closed a project �nancing in 2014 with

Saigon Hanoi Commercial Bank as the

sole lender, and brought the plant into

commercial operations in 2016.

Shortly after operations began, the

sponsors closed on a re�nancing and then

InfraCo Asia launched a competitive sale

process for its stake which attracted more

than 10 indicative bids.

The plant bene�ts from a 20-year

PPA with Vietnamese state utility EVN

and a 50-year land rights contract. EVN

proposed severing the link to CPI for

tariff payments on hydro projects in

mid-2014, but InfraCo Asia was among

those to successful lobby to scrap the

rule change.

Acquisition value: roughly $15 million

Buyer: TEPCO

Seller: InfraCo Asia

Existing project lenders: Saigon Hanoi

Commercial Bank

Offtaker: Northern Power Corporation

Advisers: Capital Partners Group, Reed

Smith, EY

Financial close date: 9 November 2018

Asia Pacific PPPTibar BayA cornerstone of the government of

Timor-Leste’s development strategy, the

Tibar Bay port terminal project represents

the country’s �rst-ever PPP undertaking –

and attracted more private sector interest

than any previous private investment

opportunity outside the oil and gas sector.

Bolloré Group was selected in 2016

to build and operate the port project under

a 30-year concession.

The project carries an estimated

$490 million cost over the length of

the concession, comprising an initial

investment of $280 million and a further

$210 million in expansion costs. The

concessionaire has committed to invest

some €360 million in to the project.

Financing for the initial construction

stage involves three sources: $105 million

private debt, $129.45 million in upfront

government viability gap �nancing (VGF),

and $45 million equity from Bolloré.

A source with direct knowledge

of the �nancing package told IJGlobal

that the roughly $105 million private

debt consists of a �xed-rate Bolloré

shareholders’ loan with a �ve-year tenor.

Adjustments subject to discussions with

the grantor are also expected.

The SPV Timor Port will operate the

port which is expected to be operational

by the end of 2021.

Construction value: $280 million

Debt: $105 million shareholders’ loan

Equity: $45 million

Government VGF: $129.45 million

Project company: Timor Port

Concessionaire: Bolloré Ports

Lender: Bolloré Group shareholders

Tenor: 5 years (with adjustments

subject to discussion with grantor)

Escrow agent: United Overseas Bank

Advisers: International Finance

Corporation, Asian Development

Bank, Gide Loyrette Nouel, AFG

Advogados, Hamburg Port Consultant,

EcoStrategic, EGT Engenharia-FASE

Estudos e Projetos consortium

Asia Pacific RefinancingBayfront Infrastructure CapitalIt is axiomatic that the test of a landmark

transaction is its replicability. Singapore-

based Clifford Capital was deeply aware

of this truism when it began work on the

transaction, setting the stage for Asia’s

�rst project �nance-backed collateral loan

obligation (CLO) issuance in July 2018.

The issuer SPV Bayfront

Infrastructure Capital’s book building on

the $458 million issue had really closed

before it opened, as Clifford Capital spent

months gaining feedback and backing

from institutional investors in Asia

(notably its own shareholders, including

Temasek and Prudential), Europe and the

Middle East. It had 25 strong orders but

closed on 16.

Clifford Capital will attempt to

lower the PFCLO market’s transaction

costs by establishing a loan warehousing

platform by Q3 2019 to institutionalise

the origination and structuring process.

Total issue: $458 million ($320.6 million

Class A notes, $72.6 million Class B

notes, $19 million Class C notes, $45.8

million subordinated notes)

Sponsor and collateral manager:

Clifford Capital

Issuer: Bayfront Infrastructure Capital

Contributor banks: Clifford Capital,

DBS, HSBC, MUFG Bank, SMBC,

Standard Chartered

Global coordinators: Citi, Standard

Chartered (both also bookrunners and

lead managers)

Bookrunners and leads: DBS, HSBC,

SMBC Nikko

Co-manager: MUFG Bank

Tenor: 20 years

Pricing: 145bp above 6-month US

Libor (Class A notes), 195bp (Class B

notes), 315bp (Class C notes), residual

(subordinated notes)

Advisers: Allen & Gledhill, Clifford

Chance, DB International Trust, DBS,

Deutsche Bank, Latham & Watkins,

Linklaters, Moody’s, TMF Singapore H

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

54ijglobal.com Spring 2019

Asia Pacific PetrochemicalsLong SonSiam Cement of Thailand’s patient,

10-year long mission to build a

petrochemicals plant in Vietnam paid off

in 2018 as it arranged �nancing.

The Vietnamese government

originally approved construction of the

Long Son plant in 2008 – to local partner

PetroVietnam and Siam Cement, as well as

Qatar Petroleum.

Over the years, Siam Cement

eventually picked up the equity

ownerships of both Qatar Petroleum and

PetroVietnam. The Qatar Petroleum’s

25% divesture was �nalised in March

2017 and the PetroVietnam’s 29% stake

sale in May 2018.

Siam Cement continued talks with

banks over the debt package starting

in early 2015 but the terms were only

�rmed up in 2018: the $3.2 billion debt

package, denominated in US dollars at a

tenor of 14-years, was signed in August

2018 with six banks, both Thai and

international.

Long Son represents a rare cross-

border deal in South East Asia to be

funded by local and international banks

– which is why it is the recipient of

IJGlobal’s petrochemicals award for 2018.

The Long Son complex will be

located in Ba Ria-Vung Tau province,

90km south east of Ho Chi Minh

City. The site will also include other

supporting facilities, such as a port, a

power plant and warehouses.

Total value: $5.4 billion

Debt: $3.2 billion

Sponsor: Siam Cement

Lenders: Bangkok Bank, Export-Import

Bank of Thailand, Krungthai Bank,

Mizuho Bank, Siam Commercial Bank,

SMBC

Tenor: 14 years

Advisers: SMBC (�nancial to sponsor),

Allen & Overy (legal to sponsor),

Clifford Chance (legal to lenders)

Financial close date: 3 August 2018

Asia Pacific GeothermalRantau DedapThe sponsors of the 98MW Rantau Dedap

project in Indonesia completed eight years

of exploration and development, and four

years of �nancing negotiations before

�nally closing on this deal.

The Asian Development Bank’s

Clean Technology Fund (CTF) helped

fund exploration costs, the �rst time

the development bank has supported

a geothermal project from the initial

exploration phase.

Geothermal resource is notoriously

hard to predict, and a PPA agreed with PLN

in 2014 needed to be renegotiated after

the size of the project was reduced from

240MW following the exploration period.

After protracted talks, PLN

signed on a 30-year PPA carrying a

tariff of $0.13 per kWh in October

2017. Indonesia’s Ministry of Finance

is covering the �rst 15 years of the PPA

with a business viability guarantee.

The sponsors raised just over

$700 million in debt from a group of

commercial banks, ECAs and development

�nance institutions. The roughly $126

million commercial bank tranche bene�ts

from 100% political risk and 90%

commercial risk insurance from NEXI,

while JBIC provided a direct loan of

around $189 million.

The existing CTF facility was also

extended by 20 years and expanded to

around $175 million.

Total value: $701.29 million

Debt: $539.99 million

Sponsors: Engie (42.05%), Marubeni

(32.05%), Supreme Energy (25%),

Tohoku Electric Power (10%)

Bank lenders: Mizuho, MUFG Bank,

SMBC

ECAs: JBIC, NEXI

DFIs: ADB, CTF

Tenor: 20 years and 6 months

Advisers: Milbank, Latham & Watkins,

Mott MacDonald, Aecom, Leighton

Contractors, Daya, Alam Tehnik Inti,

Loyens & Loeff, JLT

Asia Pacific Upstream Gas & OilProject GajahThe deal was the largest reserve based

�nancing in Asia in 2018, combining two

upstream natural gas assets in Indonesia

operated by subsidiaries of Medco Energi.

The $500 million revolving senior

secured reserve based loan facility bene�ts

from the combined assets creating a

diversi�ed borrowing base.

Medco E&P Malaka has an 85%

working interest in the Block A Gas

Development project, which has around

350 billion cubic feet of discovered

reserves. Medco has completed 97% of the

development, which includes construction

of a central processing plant as well as the

drilling of wells.

Medco E&P Tomori Sulawesi has

a 30% interest in the Senoro onshore gas

�eld that has been in operation for four

years and is designed to produce natural

gas at a rate of 310 million standard cubic

feet per day.

The projects supplies 80% of its gas

to the Donggi Senoro LNG plant and 20%

to a nearby ammonia plant.

The �nancing replaces a

development loan raised for Block A Gas

Development in 2017. Both deals had the

same MLAs.

This revolver includes a suite of

hedging arrangements to protect against

foreign exchange, interest rate and

commodity price risks.

Debt: $500 million revolving RBL

Sponsors: Medco E&P Malaka, Medco

E&P Tomori Sulawesi

MLAs, underwriters and bookrunners:

Société Générale, ING, ANZ

Additional lenders: Bank of China,

BNP Paribas, Crédit Agricole, Intesa

Sanpaolo, Mizuho, SMBC

Tenor: 6 years

Advisers: Gibson Dunn, Herbert Smith

Freehills, Hadiputranto Hadinoto

& Partners, Hiswara Bunjamin &

Tandjung, ERM, Lummus Consultants,

JLT Speciality, Mazars

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

55ijglobal.com Spring 2019

Asia Pacific Gas-Fired PowerJava IOne of the �rst international open tenders

to be held for IPPs, Java 1 is expected to

pave the way for future combined cycle-

gas turbine (CCGT) and �oating storage

regasi�cation unit (FSRU) power plants

both in Indonesia and across the region.

In June 2015, under pressure from

foreign investors and lenders to conduct

procurement more transparently, state-

owned PLN invited tenders for Java 1.

The project drew the market’s attention

because it was the �rst IPP in Indonesia

not to have a government guarantee for

the state utility’s obligations.

After several delays, the tender

was relaunched in mid-2016. The

Marubeni, Pertamina and Sojitz

consortium were named preferred bidder

in late November 2016.

The roughly $1.3 billion �nancing

of the 25-year BOOT is split between

three tranches: $604 million provided by

JBIC; some $400 million commercial debt

provided by a syndicate of banks each

providing a roughly $80 million ticket,

and insured by NEXI; and around $300

million provided by the ADB.

Java 1 is expected to begin

operations in mid-2021.

Total value: $1.8 billion

Total debt: $1.3 billion

Total equity: $500 million

SPVs: Jawa Satu Power (JSP), Jawa Satu

Regas (JSR)

Sponsors: Pertamina, Marubeni, Sojitz,

Mitsui OSK Lines

MLAs: Crédit Agricole, Mizuho Bank,

MUFG Bank, OCBC Bank, Société

Générale

DFIs: ADB, JBIC

Guarantor: NEXI

Tenor: 21 years

Pricing: 125bp above Libor

(commercial debt)

Advisers: ING, Shearman & Sterling,

Pöyry, EY, Allen & Overy, Marsh,

Lummus, JLT, Jacobs, Mayer Brown

Asia Pacific Onshore WindDouhoku Onshore Wind ProjectOne of Japan’s largest renewable energy

developers, Eurus Energy, undertook

Douhoku onshore wind complex, a portfolio

of seven sites totalling a capacity of around

517MW. The wind farms are spread across

Japan’s northernmost island, Hokkaido.

The offtaker Hokkaido Electric,

a legacy regional monopoly, imposed

unlimited curtailment in the event

that supply of electricity in the region

exceeds demand.

Eurus Energy worked with lenders

MUFG Bank and SMBC to incorporate

the downside risk in the cash �ow model,

and agreed to reconsider the model in the

event of a signi�cant change in projected

electricity demand or supply by the offtaker.

MUFG Bank and SMBC arranged

a debt package for the project totalling

approximately ¥109 billion ($978

million), consisting of a ¥97.662 billion

term loan that matures on 31 August 2043

and a ¥11.304 billion VAT facility that

matures on 31 August 2026.

The sponsor and arrangers also

mitigated the so-called project-on-project

risk by incorporating cross-default clauses

on the transmission line project company,

which also operates a storage battery and

connects the wind complex to Hokkaido

Electric’s grid point.

Cross-default clauses were included

in each loan agreement.

Total debt: ¥109 billion (¥97.662

billion term loan, ¥11.304 billion VAT

facility)

Sponsor: Eurus Energy Holdings

(100%)

MLAs: MUFG Bank, SMBC

Tenor: 25 years (term loan), 8 years

(VAT facility)

Offtaker: Hokkaido Electric

Legal advisers: Nagashima Ohno &

Tsunematsu (sponsor), Nishimura &

Asahi (lenders)

Financial close date: 31 August 2018

Asia Pacific Coal-Fired PowerNghi Son IINghi Son II is Vietnam’s �rst international

independent power producer project to

cross the �nishing line and reach �nancial

close in over a decade.

In 2013, South Korea’s KEPCO and

Japan’s Marubeni beat two other bidding

consortia: one led by EDF and GDF Suez,

and the other by Mitsui Co.

The Vietnamese government issued

the noti�cation of award to build and

operate the 1,200MW coal-�red power

plant in 2013, but it would take another

four years – until April 2017 – for the 25-

year PPA to be signed.

By July 2017, an international bank

syndicate of seven banks led by �nancial

adviser SMBC had been formed in

anticipation of receiving the �nal stamp

of the approval, the concession contract

with Vietnam’s Ministry of Industry and

Trade and state utility EVN.

After several delays, the concession

contract was signed in November 2017,

clearing the way for the �nancing to sign.

The multi-sourced debt package was

signed off in mid-April 2018, narrowly

missing the target to reach �nancial close

by the end of the Japanese �nancial year

in March.

Total value: $2.46 billion

Total debt: $1.87 billion ($748 million

bank debt, $560 million loan from

KEXIM, $560 million loan from JBIC)

Sponsors: KEPCO, Marubeni

Bank lenders: DBS Bank, Malayan

Banking, Mizuho Bank, MUFG Bank,

OCBC, Shinsei Bank, SMBC

DFIs/political risk guarantors: KEXIM,

JBIC

Tenor: 20 years and 3 months

Offtaker: Electricity of Vietnam (EVN)

EPC contractor: Doosan Heavy

Industries

Advisers: SMBC, Allen & Overy,

Clifford Chance, Frasers, VILAF, SSEK,

Bae Kim & Lee

Financial close date: 13 April 2018

Page

58 MENA Power Sakaka Solar PV

59 MENA Water Salalah IWP

59 MENARefinancing AlDurPower&WaterCompany

60 MENAWaste SharjahWaste-to-EnergyCompany

61 MENADownstreamOil&Gas DuqmRefineryProject

61 MENAUpstreamOil&Gas KIPICAlZourLNG

61 MENAAirports QueenAliaInternationalShareholderRestructuring

62 MENAM&A BHGEAcquisitionofa5%stakeinADNOCDrilling

62 MENAMining&Metals EmirateSteelRefinancing

62 MENAPetrochemicals FarabiYanbu

MENA

57ijglobal.com Spring 2019

58ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

MENA PowerSakaka Solar PVMENA market participants have been

waiting a long time for the renewable energy

development to take off in Saudi Arabia.

The country has excellent wind

and solar resource potential, large

tracts of undeveloped land for projects,

signi�cant and growing power demand,

and hugely credit worthy government-

owned counterparties.

Back in 2013, the Saudi Arabian

government set out plans to procure

23,900MW of renewable energy by 2020

and 54,000MW by 2032.

Yet until this year, the country had

not �nanced a single renewable energy IPP.

This despite its neighbouring Gulf States

enjoying increasing success in procuring

solar power plants. The relatively small

emirate of Dubai, for example, has attracted

record-breaking tariff bids for solar projects

in a succession of ever-larger developments.

This inertia was not for a lack of

trying. Saudi Arabia has made renewable

energy a central pillar of its Vision 2030

economic plan. It has just taken the

country a while to decide exactly how it

was going to deliver on its targets

After many false starts, the

government �nally established the

Renewable Energy Project Development

Of�ce (REPDO) in 2017 to manage the

procurement process for utility-scale

renewables projects.

REPDO’s �rst round of projects

included just one wind farm of 400MW –

Dumat al Jandal – and one solar plant of

300MW – Sakaka.

Highly competitiveREPDO issued an RFQ for Sakaka in

April 2017 and attracted a staggering

128 applications, which was testament to

the bottled-up demand for solar in Saudi

Arabia. The agency subsequently pre-

quali�ed 27 companies and swiftly issued

a preliminary RFP in July 2017.

At the beginning of October that

year, it opened eight commercial and

technical bids, with results that attracted

headlines around the world.

A joint venture of Masdar and EDF

had submitted a tariff offer in Saudi Riyals

equivalent to $0.01786063 per kWh – the

�rst time anywhere in the world a bid of

under 2 dollar cents had been offered in a

solar tender.

A consortium led by Saudi-based

developer ACWA Power was in second

place with a bid of $0.023417 per kWh,

which was still lower than any bid seen in

a solar tender before.

REPDO then shocked the market

further by disqualifying the Masdar/EDF

bid and only putting ACWA Power and

third-placed Marubeni through to the

�nal bid stage.

It subsequently picked the ACWA

Power consortium as its preferred bidder

in January 2018, and signed a 25-year PPA

with it a month later.

The of�cial reason for the

disquali�cation was the use by Masdar

and EDF of bifacial solar modules – a

relatively new and untested technology. A

high local content requirement also helped

ACWA Power, as it undertakes its own

O&M contracts.

Favouring local �rm ACWA Power

in this way raised some eyebrows, though

the company has a proli�c and unrivalled

record of winning power tenders in the

wider region in recent years.

FinancingACWA Power initially thought it could

reach �nancial close as soon as the end

of February 2018. However, land issues

surrounding the chosen six square kilometre

site slowed progress. The �nancing was

�nally completed in November.

The project has a total cost of $308

million. The sponsors raised a $222 million

term facility structured as a soft mini-perm

and an additional $3 million standby

facility to fund any potential cost overruns.

Remaining costs have been funded by

equity and pre-completion revenues.

Arab National Bank also provided

an equity bridge loan.

ACWA Power has increasingly

used soft mini-perms as a way of

reducing �nancing costs for its projects.

The debt facility for Sakaka is structured

to be re�nanced after 5.5 years, though it

has a theoretical repayment schedule of

20-25 years.

Natixis was the sole underwriter

of the senior debt, with the intention of

syndicating its loan shortly after �nancial

close. Pricing on the debt starts at 130bp and

rises to 260bp over the life of the facility.

Setting precedentsAs the �rst renewable energy IPP to

be �nanced in Saudi Arabia, Sakaka is

hugely signi�cant. The country’s latest

target is to have at least 9.5GW of

renewable energy capacity operational in

the kingdom by 2023.

Sakaka has demonstrated that

REPDO can attract record bids for its

projects and deliver them to �nancial close

in a very short timeframe.

The Saudi Arabian government

will be especially pleased that this project,

its �rst ever renewable energy IPP, broke

the record for lowest solar tariff that was

previously held by the Sweihan project

located in Abu Dhabi.

Next for REPDO is the second

round of its renewables programme,

which consists of seven sites for solar

and a combined generating capacity of

1,515MW. The tender process is ongoing

and ACWA Power is again expected to be

a very competitive bidder.

Finally, the Saudi Arabian renewable

market is really starting to gain momentum.

Total value: $308 million

Debt: $225 million

Sponsors: ACWA Power (70%), Al

Gihaz (30%)

MLA: Natixis

EBL provider: Arab National Bank

Tenor: 20-25 year soft mini-perm (with

re�nancing expected after 5.5 years)

Procurement Agency: REPDO

Legal advisers: DLA Piper, Hogan

Lovells, Covington

Financial adviser: SMBC

Other advisers: Fichtner, AF Aries,

INDECS, Deloitte

59ijglobal.com Spring 2019

IJGLOBAL AWARDS 2018IJGLOBAL AWARDS 2018

MENA RefinancingAl Dur Power & Water CompanyThe successful re�nancing of the Al Dur

independent water and power plant

(IWPP) saw the sponsors replace the

original debt �nancing signed in mid-2009

during the global �nancial crisis.

One of Bahrain’s �agship power

projects, Al Dur IWPP accounts for

around one-third of the country’s power

and water production with a combined

capacity of 1,243MW of power and 48

million gallons per day of water.

The Electricity and Water

Authority (EWA) of Bahrain in 2008

awarded the right to develop, �nance

and operate the project to a consortium

consisting of ENGIE and the Gulf

Investment Corporation (GIC). Other

shareholders in Al Dur Power & Water

Company – including Social Insurance

Organization, Capital Management

House and Bunyah GCC Infrastructure

Fund – joined in 2009.

Al Dur Power & Water Company

bene�ts from a 25-year power and

water purchase agreement signed in

2008 with EWA with its contractual

obligations guaranteed by Bahrain’s

Ministry of Finance.

The IWPP reached full commercial

operations in early 2012.

Al Dur achieved �nancial close in

2009 in the midst of the �nancial crisis

with a total project cost of $2.2 billion.

The re�nancing deal is a follow-on

of an agreement to extend the original

seven-year tenor of the initial debt, which

had a maturity date of 29 December 2016.

The $1.31 billion deal featured

a dual-tranche structure, and saw the

borrower coordinating with over 20

counterparties (including new lenders,

existing lenders, exiting lenders/ECAs and

novation of interest rate swaps). The new

debt comprises a $450 million term loan

due 26 May 2028 and a total of $846

million Islamic facilities.

Total value: $1.31 billion ($450 million

international debt, $846 million Islamic

debt, $12.5 million company cash)

Sponsors: Engie (45%), Gulf

Investment Corporation (25%), Capital

Management House (15%), Social

Insurance Organization (10%), Bunyah

GCC Infrastructure Fund (5%)

Lenders: Ahli United Bank, Al Rajhi

Bank, Agicorp, Arab Bank, Arab Banking

Corporation, ANB, Banque Saudi Fransi.

BNP Paribas, Crédit Agricole CIB, EDC,

GIB, KFH, KfW IPEX-Bank, Mashreq

Bank, MUFG Bank, NBK, NCB, Riyad

Bank, Société Générale, Standard

Chartered Bank

Tenor: $450 million term loan due

26 May 2028, $346.2 million Islamic

facility due 26 May 2028, $300 million

Islamic facility due 26 May 2032

Advisers: Standard Chartered Bank,

Clifford Chance, Hassan Radhi &

Associates, Latham & Watkins, Shearman

& Sterling, WSP, JLT Group, BDO

MENA WaterSalalah IWPThe ACWA Power-led sponsor consortium

reached �nancial close on the Salalah

independent water project (IWP) at a time

when low oil prices were impacting the

economic performance and balance of

payments position of oil exporting Oman,

causing a steady fall in the country’s

sovereign credit rating. However, Oman’s

well-established IWP sector ensured a

mix of local and international lenders

participating on the deal – and even

convinced Siemens Bank to embark on its

�rst primary transaction in the GCC region.

Oman Power and Water

Procurement Company (OPWP) awarded

the 25 million gallons per day (MIGD)

seawater reverse osmosis desalination

plant to a consortium of ACWA Power,

Veolia and Dhofar International

Development and Investment Holding

Company (DIDIC) in January 2018,

following a public tender process. The

consortium was named preferred winner

in December 2017, defeating rival bids

from JGC with Bhawan Group and

Dosan, and ACS Cobra with Tedagua.

A special purpose vehicle, Dhofar

Desalination Company (DDC), will develop

Salalah on a build, own and operate basis,

and sell its entire potable water capacity

to OPWP under a 20-year water purchase

agreement (WPA).

The asset will help the Omani

government meet growing demands for

water in the Dhofar region, especially

as contracts for older facilities approach

expiration, and the WPA gives OPWP the

option to call on the plant to increase water

dispatch through temporary utilisation of

redundant capacity to help the utility meet

any shortfall in supply.

The Salalah IWP is expected to cost

around OR60 million ($155.4 million).

Debt �nancing for the deal was

sourced from three banks: Standard

Chartered Bank, Bank Muscat and Siemens

Bank. The �nancing mix included two

tranches of US dollar-denominated debt

(tranche A provided by Standard Chartered

Bank and Siemens Bank, and tranche B

provided by Bank Muscat), alongside a

local currency tranche from Bank Muscat.

Total value: $155.4 million

Total debt: $121.17 million ($50

million international tranche A, $31

million international tranche B, $40.17

million local tranche)

Project company: Dhofar Desalination

Company (DDC)

Sponsors: ACWA Power, Veolia Middle

East, Dhofar International Development

and Investment Holding Company

(DIDIC)

MLAs: Standard Chartered Bank,

Bank Muscat, Siemens Bank

Tenor: 22 years

Contractors: Fisia Italimpiant and

Abeinsa (EPC), Veolia First National

Water (O&M)

Advisers: PwC, Allen & Overy,

Shearman & Sterling, BDO

IJGLOBAL AWARDS 2018

60ijglobal.com Spring 2019

MENA WasteSharjah Waste-to-Energy CompanyThe Sharjah Waste-to-Energy project

in Abu Dhabi will be the � rst project

� nanced waste-to-energy plant in the Gulf

Cooperation Council (GCC). The 30MW

facility, due to enter commercial operations

in Q4 2020, is expected to divert some

300,000 tonnes of solid waste per year

from land� ll sites, and marks a signi� cant

step in the Sharjah emirate’s ‘zero waste-

to-land� ll’ by 2020 target and the UAE’s

overall goal of diverting 75% of municipal

solid waste (MSW) from land� lls by 2021.

The incineration process will

convert the waste into produced heat

which is then used to drive an electrical

turbine and feed into the Sharjah

electricity grid. The �ue gas of the waste

incineration will be treated before being

released into the atmosphere. The by-

products of the waste incineration such as

bottom ash are treated as well, temporarily

stored at site and later collected.

Masdar and Bee’ah in 2017 set

up a joint venture – Emirates Waste-to-

Energy Company (EWEC) – to deliver the

project. Abu Dhabi-based Masdar will

be responsible for the � nancing, design,

construction, operation and maintenance

of the plant. Bee’ah, which operates the

existing material recovery facility in

Sharjah, will co-develop the project and

supply the feedstock for the plant under a

25-year waste supply agreement (WSA).

The facility is further underpinned by

a power purchase agreement (PPA) which

will see the Sharjah Electricity and Water

Authority purchase the power produced by

the plant over a 25-year period.

The Sharjah Waste-to-Energy

project brought together � ve international

and regional lenders to provide a $164

million debt package on a soft mini-

perm basis. The lending/hedging group

comprised Abu Dhabi Commercial Bank

(ADCB), Standard Chartered Bank,

SMBC, Siemens Financial Services, Abu

Dhabi Fund for Development (ADFD)

and Commercial Bank of Dubai. The

transaction also marks the � rst syndicated

deal for the ADFD.

It is expected that the successful

� nancing of the Sharjah Waste-to-Energy

project will pave the way for more similar

projects that are needed in the region.

Total value: $224.4 million

Total debt: $164 million

Total equity: $60.4 million

Sponsors: Masdar (50%), Bee’ah (50%)

Lenders: Standard Chartered, Abu

Dhabi Commercial Bank (ADCB), Abu

Dhabi Fund for Development (ADFD),

Siemens Financial Services, SMBC

Guarantor: Islamic Corporation for the

Insurance of Investment and Export

Credit (ICIEC)

Advisers: Shearman & Sterling (legal

adviser to sponsors), SMBC (� nancial

adviser to sponsors), Clifford Chance

(legal adviser to lenders), Atkins

(technical adviser to lenders)

A Pioneer

THE ISLAMIC CORPORATION FOR THE INSURANCE OF INVESTMENT AND EXPORT CREDIT

Owned by AAA Islamic Development Bank, a multilateral development bank (MDB) and 45 member countries which are members of the OIC.

Established in 1994 with the objective to strengthen the economic relations between member countries of the Organization of Islamic Cooperation (OIC) on the basis of Islamic Shariah.

Rated Aa3 by Moody’s with a Stable Outlook

Our MissionTo make trade and investment between member countries and the world secure through Shariah compliant risk mitigation tools.

Our VisionTo be recognized as the preferred enabler of trade and investment for sustainable economic development in Member Countries.

Sharjah Waste-to-Energy Project, UAE

Çanakkale 1915 Bridge Project, Turkey

www.iciec.com

[email protected]

Shariah compliant credit, political risk insurance & reinsurance

in the f ield of ...

IJGLOBAL AWARDS 2018 IJGLOBAL AWARDS 2018

61ijglobal.com Spring 2019

MENA AirportsQueen Alia International Shareholder RestructuringThis deal involved a complex change in

the shareholder group of Jordan’s main

international airport in capital city Amman.

A consortium of Meridiam, Groupe

ADP, and ASMA Capital acquired a

controlling 85.25% stake in Airport

International Group, the SPV which

operates the Queen Alia International

Airport airport.

Groupe ADP was already a

shareholder in the project and increased its

stake, while Meridiam and ASMA Capital

are new to the sponsor group.

Among the owners before the sale,

only EDGO Investment Holdings has

retained a stake.

Debt facilities attached to the project

created additional complexity. In 2007 the

original sponsor group signed on a $675

million project �nancing to fund a 25-

year concession to expand, refurbish and

operate the airport. The IFC and Islamic

Development Bank arranged the debt.

Then in 2014 a second debt package

was raised from a group of commercial

banks to fund construction of a second

phase of development to increase annual

passenger traf�c to 12 million.

Costs associated with the

development work have increased and

so the shareholder restructuring also saw

Jordan’s Ministry of Transport provide a

loan to the project and Meridiam extend a

shareholder loan.

Estimated acquisition value: $441

million

Buyers: Aeroports de Paris, Meridam

Infrastructure Europe III, IDB

Infrastructure Fund II

Sellers: Abu Dhabi Investment Company

(38%), Noor Financial Investment

Company (24%), EDGO Group (9.5%),

Joannou & Paraskevaides (9.5%), J&P

Avax (9.5%)

Advisers: Fresh�elds, Clifford Chance,

Operis

Financial close date: 19 April 2018

MENA Upstream Oil & GasKIPIC Al Zour LNGThe South Korean consortium of EPC

contractors – Hyundai Engineering

Company, Hyundai Engineering &

Construction, and Korea Gas Corporation

– precluded the involvement of two

export credit agencies guaranteeing well

up to $1.3 billion of commercial debt for

Kuwait Integrated Petroleum Industries

Company’s Al Zour LNG import project.

KEXIM and K-SURE agreed

to provide cover for two tranches of

$650 million debt provided by SMBC,

Santander, ING Bank and BBVA, with

eight Sharia-compliant banks contributing

to the remaining KD390 million ($1.28

billion) in debt.

The LNG import regasi�cation

plant is designed to be able to input all

types of lique�ed natural gas – from

lean to richer – allowing KIPIC’s parent

company Kuwait Petroleum Corporation

access to feedstock from almost anywhere

in the world.

The plant is due to include eight

tanks with 225,500 cubic metres of gas

storage capacity each, making it the largest

LNG terminal in the world.

Total value: $3.673 billion

Total debt: $2.571 billion

Equity: $1.102 billion

Sponsor: Kuwait Integrated Petroleum

Industries Company (KIPIC)

Bank lenders: Ahli United Bank, BBVA,

Boubyan Bank, Commercial Bank

of Kuwait, Gulf Bank, ING, Kuwait

Finance House, Kuwait International

Bank, National Bank of Kuwait,

Santander, SMBC, Warba Bank

ECAs: KEXIM, K-SURE

Tenor: 13 years

EPC contractor: consortium of Hyundai

Engineering Company, Hyundai

Engineering & Construction, and Korea

Gas Corporation

Advisers: SMBC, Clifford Chance,

Al Tamimi, ASAR – Al Ruwayeh &

Partners, Linklaters, Lee & Ko

MENA Downstream Oil & GasDuqm Refinery ProjectThe Oman Oil Company (OOC) and

Kuwait Petroleum International (KPI)

teamed up to close on the �rst oil and gas

project to be sponsored by a joint venture

between two Middle Eastern government-

owned oil companies – Duqm Re�nery.

The $8.3 billion project is supported

by a roughly $4.61 billion debt package

bringing together 29 regional and

international banks, along with three credit

export agencies ECAs.

The senior debt facility boasts

the largest Ijara tranche to date at $890

million provided by �ve regional banks,

along with commercial loans and tranches

covered by UKEF, CESCE and KEXIM.

KEXIM also provided a direct facility.

Total value: $8.3 billion

Total debt: $4.61 billion

Total equity: $3.7 billion

Sponsors: Oman Oil Company (50%),

Kuwait Petroleum International (50%)

Lenders: Ahli Bank Oman, Ahli United

Bank, Arab Petroleum Investments

Corporation, Bank Dhofar, Bank

Muscat, Bank Sohar, BNP Paribas,

Boubyan Bank, Commercial Bank

of Kuwait, Crédit Agricole Group,

Credit Suisse, Groupe BPCE, HSBC,

ICBC, Intesa Sanpaolo, KfW, Korea

Development Bank, Kuwait Finance

House, MUFG Bank, National Bank

of Kuwait, National Bank of Oman,

Natixis, Qatar National Bank,

Santander, SMBC, Société Générale,

Standard Chartered Bank, UBI Banca,

Warba Bank

ECAs: KEXIM, CESCE, UKEF

Tenor: 16 years (commercial), 16 years

(Ijara) 17 years (CESCE cover), 17

years (KEXIM cover), 17 years (UKEF

cover), 19 years (local)

Advisers: Ashurst, Allen & Overy,

Latham & Watkins, Crédit Agricole,

Peace Crowell, Greengate, Dentons, The

International Counsel Bureau, Lee &

Ko, Loyens & Loeff

IJGLOBAL AWARDS 2018

62ijglobal.com Spring 2019

MENA PetrochemicalsFarabi YanbuDownstream oil and gas developments take

a huge amount of investment. If sponsors

of these developments fund them through

project �nance, they must demonstrate to

lenders that they are reliable counterparties

and that there is limited market competition.

In the MENA region, this typically

translates into state-owned entities raising

debt from international commercial banks

and export credit agencies. Lenders are

essentially taking sovereign risk, and

competition is likely to be limited due to

state backing.

The �nancing of the Farabi Yanbu

petrochemicals complex in Saudi Arabia is

an exception to the rule. Privately owned

Farabi Petrochemicals Company turned

to a group of local lenders to provide the

entire SR2.15 billion ($573 million) debt

for the project.

Farabi was established in 2002 and

has operational production facilities at

Jubail in the Eastern Province of Saudi

Arabia, which manufacture petrochems

products such as paraf�n and benzene.

These new facilities in Yanbu will

produce linear alkyl benzene, paraf�n and

derivative products.

The reliance on local commercial

banks on the transaction demonstrates these

institutions increasing sophistication and

expertise with project �nance transactions,

particularly as the project is exposed to a

signi�cant degree of market risk.

Debt: SR2.15 billion (SR1.2 billion

government loan, SR900 million

Islamic loan)

Equity: SR1.25 billion

Sponsor: Farabi Petrochemicals

Company

Lenders: Saudi Industrial Development

Fund (SIDF), Banque Saudi Fransi,

National Commercial Bank, Samba

Financial, SABB

Tenor: 15 years

Legal advisers: Linklaters, Zamakchary

& Co, White & Case, Law Firm of

AlSalloum and AlToaimi

MENA Mining & MetalsEmirate Steel Refinancing Emirates Steel Industries, a fully-owned

subsidiary of Senaat, is the only integrated

steel plant in the UAE.

Senaat raised a $700 million

bridge facility in 2008 to initially fund

construction, and replaced this with a $1.1

billion long-term debt facility provided by

a group of local banks in 2010.

This long-term debt was then

re�nanced in May 2014 with a new $1.3

billion eight-year facility provided by

a mix of local and international banks.

This deal featured a tranche of Islamic

�nance debt.

In 2018 the sponsor re�nanced the

debt again, this time for a short roughly

three-year period, with $400 million of

entirely Islamic �nance debt. Sweden’s

export credit agency and a mix of local

and international lenders participated in

this latest deal.

The deal has signi�cantly reduced

�nancing costs compared to the 2014

�nance, which was agreed in a more

challenging time for local debt markets. It

also includes a liquidity support agreement

under which Senaat undertakes to support

Emirates Steel under certain circumstances

in relation to increased gas and/or

electricity prices.

This extra security may prove vital,

as in early 2019 Emirates Steel predicted a

slowdown in regional construction for the

year as well as rising iron ore prices.

Debt total: $400 million

Sponsor: Emirates Steel Industries

Lenders: Abu Dhabi Islamic Bank,

BNP Paribas, Citibank, First Abu

Dhabi Bank, MUFG Bank, Svensk

Exportkredit, Union National Bank

Debt maturity: 2022

Advisers: Dentons, Linklaters

MENA M&ABHGE Acquisition of a 5% stake in ADNOC DrillingThis transaction demonstrates a growing

willingness by state-owned entities in

the Gulf region to invite investment

from foreign companies in exchange for

technical expertise.

Abu Dhabi National Oil Company

(ADNOC) agreed to sell a 5% stake

in its drilling and well construction

business ADNOC Drilling Company to

GE subsidiary Baker Hughes. The US oil

services company paid $550 million for

the stake, valuing ADNOC Drilling at

$11 billion.

The deal will see ADNOC

Drilling gain exclusive access to Baker

Hughes’ drilling services, technology

and proprietary equipment as it looks to

expand its operations.

ADNOC plans to grow its

conventional drilling activity by 40%

by 2025 and substantially ramp up its

number of unconventional wells over the

next decade. This deal is intended to help

ANOC Drilling reduce its drilling times by

30% as early as the end of the year.

For Baker Hughes, the deal

represents an opportunity to gain

market share in the UAE, which has

historically been monopolised by state-

owned companies.

The deal is the �rst time ADNOC

has brought in an international strategic

partner to acquire a direct equity stake in

one of its existing subsidiaries.

In December 2017, ADNOC

completed an IPO of ADNOC

Distribution, its fuel distribution business,

with international investors taking a

minority share of the 10% stake put up

for sale.

Acquisition value: $550 million

Buyer: Baker Hughes

Seller: Abu Dhabi National Oil

Company

Advisers: Citigroup, Moelis, King &

Spalding, White & Case

Financial close date: 19 November 2018

63ijglobal.com Spring 2019

Global Page 64

SponsorMacquarie Capital

MLAMUFG Bank

Financial AdviserSMBC

Legal Adviser of the YearAllen & Overy

Europe & AfricaPage 67

SponsorØrsted

European MLALloyds Banking Group

African MLAStandard Chartered Bank

Fund ManagerInfracapital

Bond ArrangerCitigroup

Alternative LenderAviva Investors

Financial AdviserRothschild & Co

Legal AdviserAshurst

Technical AdviserArup

Model Auditor BDO LLP

North AmericaPage 70

SponsorACS Infrastructure

MLAMUFG

Fund ManagerAMP Capital

Bond ArrangerCitigroup

Financial AdviserErnst & Young

Legal Adviser (Private Sector)Norton Rose Fulbright

Legal Adviser (Public Sector)Fasken

Corporate Trust ProviderWilmington Trust

Technical AdviserArup

Insurance AdviserINTECH Risk Management

Tax AdviserKPMG

Model AuditorBDO LLP

Latin AmericaPage 74

SponsorActis

MLAMUFG

Bond ArrangerSMBC

Innovation AwardNatixis

Financial AdviserAstris Finance

Legal Adviser (Local)Garrigues

Legal Adviser (International)Clifford Chance

Asia PacificPage 77

SponsorMarubeni

MLASociété Générale

DFIAsian Development Bank

Bond ArrangerCitigroup

Financial AdviserSMBC

Legal AdviserAllen & Overy

MENAPage 79

SponsorACWA Power

MLAStandard Chartered

DFIIFC

Financial AdviserSMBC

Legal AdviserAllen & Overy

Technical AdviserMott MacDonald

IJGLOBAL AWARDS 2018

Winning companies

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

64ijglobal.com Spring 2019

Global Financial Adviser of the YearSMBCThe 2018 calendar year proved to be a

busy one for the SMBC �nancial advisory

team with strong performance around

the world.

Frederic Droulers, London-based

head of power and infrastructure advisory,

says: “We are delighted to have received

the Global FA Award from IJGlobal this

year. This highlights our strong drive and

long-term commitment to extensively

support international sponsors on

delivering project �nance transactions and

acquisitions worldwide.”

Droulers adds: “We look forward

to continue using our advisory activities to

lead the way in project �nance innovation

across all sectors.”

Laughlan Waterson, SMBC managing

director and co-head of energy and natural

resources, says: “This is testament to

the continuous efforts by SMBC’s teams

around the world to provide market leading

�nancial advice across a wide range of

different infrastructure, energy and oil and

gas projects, following our approach to

offer a consistent service to an increasingly

globalised marketplace. Of course, this

would not have been possible without our

clients, partners and stakeholders whom we

thank for their support.”

Having been so active across the

international market it is dif�cult to single

out leading transactions, but here follow

some high-pro�le transactions the bank

advised on.

In North America, SMBC was

sole buy-side adviser on Transurban’s

acquisition of the A25 toll road and bridge

project in Canada – acting for the buyer

on its bid to acquire 100% of the equity

interest from Macquarie Infrastructure

Partners. It was recently mandated on

an Ethan cracker project and an IPP in

the US and is currently working on seven

advisory mandates in the region.

It was also �nancial adviser on the

Lima Airport expansion project in Peru as

well as winning mandates for 4G-related

project �nancing in Colombia. Last year,

SMBC won two further FA mandates for

a solar project in Mexico and the re� of a

toll road in Peru.

Latin America was a key market

for SMBC having established a dedicated

project �nance team in the country a few

years ago.

One key deal saw it act as structuring

bank on the Prime Energia transaction in

which SMBC provided �nancial advisory

services to the sponsors. The PF element

was a $400 million, �ve-year loan to Prime

Energia, a Chilean indirect subsidiary of

Glenfarne Asset Company.

This was the �rst internationally-

syndicated transaction with Chilean capacity

payment and syndication was challenging,

especially when the borrower earlier that

year tried – and failed – to launch high-yield

bond. Underwriters (SMBC and Natixis)

reached out to more than 30 international

PF banks to �nally complete the syndication.

Global Sponsor of the YearMacquarie CapitalWhen it comes to sponsors on the

international infrastructure scene, few

hold a candle to Macquarie Capital as it

drives major transactions around the globe

– according to IJGlobal’s independent

panel of judges.

The judges identi�ed a “strong

diversi�ed range of deals” as well as

saluting Macquarie Capital for being “very

prominent market-wide” and “winning

deals in competitive environments”.

Among the highlights from a

successful year, Macquarie Capital led

the consortium to �nancial close in

March on the Grangegorman campus in

Dublin. This 27-year, availability-based

PPP was procured by Ireland’s National

Development Finance Agency, and is

the largest education project ever to be

procured in the country.

Macquarie Capital was active in

the renewable energy space and in central

Sweden closed �nancing on a 56-turbine,

235MW onshore wind farm.

This project is of signi�cant scale as

one of Europe’s largest single-site onshore

wind farms and increases Sweden’s

installed wind generation by around

3.5%. It is market-leading example of the

transition of onshore renewables into an

unsubsidised market place and involved

what is believed to be one of the longest

corporate wind energy PPAs globally – a

29-year, �xed-volume agreement with a

Norsk Hydro subsidiary.

Staying with wind, but moving

offshore, Macquarie Capital’s role on

Taiwan’s pioneering 128MW Formosa 1

�gured in winning it this award. It held

50% of the equity, working alongside

Ørsted and Swancor Renewable, and

set the scene with this path�nder for the

nation’s renewables agenda.

In Australia, Macquarie Capital

came in to take a 50% equity stake in the

Murra Warra wind farm at �nancial close

in March 2018. This deal was the �rst

equity investment made by Macquarie in

a construction-stage renewables project in

Australia since 2011.

Alongside fellow sponsor RES,

it raised A$320 million in debt for the

226MW wind farm which is underpinned

by long-term corporate PPAs signed in

December 2017. The four offtakers are

Telstra, ANZ, Coca-Cola Amatil, and the

University of Melbourne.

RES and Macquarie plan to add a

further 55 turbines in the second phase,

bringing total capacity to 429MW.

Macquarie Capital also played a

pivotal role in Western Australia to deliver

the 36MW Kwinana energy-from-waste

plant – the �rst large-scale thermal EfW

project to be �nanced in the country.

The Australian sponsor – Phoenix

Energy – drew on Macquarie’s experience

in Europe to obtain a A$400 million,

�ve-year debt package with competitive

pricing, banked against a predominantly

merchant offtake structure.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

65ijglobal.com Spring 2019

Global MLA of the YearMUFG BankMUFG Bank was singled out for this

accolade at this year’s New York awards

dinner, based on numerous factors that

range from judges’ experience of dealing

with the lender through to the variety of

transactions across international markets.

IJGlobal presented the award in

New York and here interviews two US-

based MUFG managing directors – Erik

Codrington, who heads up the project

�nance team for the Americas, and Ralph

Scholtz, who leads in Latin America.

When it comes to identifying the

deals the bank takes greatest pride in,

Codrington takes a deep breath and

says: “It’s a bit like asking which of your

children you love most!”

However, when it comes to deal

activity, there is no holding him back: “This

last year we had a record year for project

�nance in the Americas, closing about 80

transactions across the �rm – bank debt,

capital markets and term loan B.”

The largest and possibly most

innovative deal that MUFG closed in

2018 was the $2.1 billion underwrite of

Starwood Energy’s acquisition of GE’s

project �nance loan portfolio. The largest

PF underwrite the bank has concluded in

the sector, with the take-out expected to

come from the CLO market.

“I think only MUFG could do this

deal,” says Codrington. “Because of the size

of the required underwrite, and because we

had to analyse the more than 50 loans in

the GE portfolio. We were already in half

the deals, but we have a big enough team to

analyse the other half quickly.”

Other stand-out deals include the

fully underwritten acquisition of 8point3

Solar by Capital Dynamics; a strong

market indicator as MUFG sees a marked

uptick in M&A of project assets across the

US, a signi�cant driver for its business in

2018 and 2019.

Meanwhile in Europe, Open Fibre

stands out as a lead transaction alongside

Middle East deals like Al Dur in Bahrain

and Oman’s Duqm; while Formosa I

offshore wind farm and Java 1 speak to

the bank’s strength in APAC, alongside

Sydney Desal where it brought in a diverse

group of Japanese institutions.

For LatAm, Scholtz is bullish seeing

greatest opportunity in Brazil and Mexico

(once the market settles down post-

election), while Colombia and Peru are

heading in the right direction: “We have

a bank in Mexico and Brazil and we are

looking at local currency solutions. We hope

to �nd ways to use our local balance sheet

to support what we do across borders.”

MUFG is leveraging skills across the

bank, for example, taking expertise from

the UK on offshore wind to support deals

as they emerge in fresh markets. This is a

strategy that it has used to great effect –

particularly in 2018.

On the back of a strong year,

Codrington rounds it off nicely: “For

clients that need heavy lifting, we want to

be seen as the bank with big shoulders.”

Global Legal Adviser of the YearAllen & OveryGiven the level of competition and

diversity of sectors covered at IJGlobal’s

four independent judging sessions, it is

impressive that one law �rm – Allen &

Overy – should dominate the market and

lead the �eld by a comfortable margin.

However, as A&O partners Gareth

Price and David Lee say, this is the

culmination of a strategy they have been

driving for a number of years, speaking to

IJGlobal in the UK.

Price, A&O global head of projects

and energy, says: “While some people

see us as UK-heritage, we truly are a

global �rm. David and I have for a long

time been positioning teams around a

long-term view, driving our investment

decisions around mega-trends that

range from accelerating urbanisation

to demographics, climate change and

resource poverty/af�uence, and shifts in

economic power.”

This sentiment is echoed by

Lee, global head of infrastructure:

“A strong local presence in delivering

energy and infrastructure deals is vital.

You’re not going to win deals unless

you invest in the best legal team that

combines specialist local expertise with

international project development and

�nancing credibility.”

And this strategy stood it in good

stead in 2018, and the partners point to

numerous deals – many award IJGlobal

winners – that helped them on the way to

winning this coveted prize.

Primary among these deals was

A&O’s involvement in the acquisition

of John Laing Infrastructure Fund by

Dalmore Capital and Equitix. The �rm

was also proud of having acted on GIP’s

50% acquisition from Orsted of Hornsea

One, the world’s largest offshore wind

farm. This deal was a serious contender

for an award, but was pipped by SeaMade.

In the Middle East, the A&O

partners single out Duqm in Oman where

the �rm advised the project company on

all aspects of development and �nancing

for the green�eld oil re�nery. Meanwhile

in Indonesia, the �rm acted for a group

of ECAs on Java 1, the �rst gas-to-power

project in Asia.

However, the A&O partners were

keen to point out that it is not only closed

deals from 2018 that have them excited,

identifying two ongoing transactions that

they feel are particularly impactful.

A&O is advising the consortium

of Lufthansa, JAL, KAL, Air France,

Carlyle, Ullico and JLC Loop Capital on

the redevelopment of JFK Airport in New

York which will be one of the largest

project �nance deals in US history.

Meanwhile in Africa, it is acting

for the lenders on the $5 billion mining

project to be developed by Emirates

Global Aluminium’s subsidiary in Guinea,

which will encompass a bauxite mining

operation; a world class alumina re�nery;

and a range of associated infrastructure.

IJGLOBAL COMPANY AWARDS 2018

IJGLOBAL COMPANY AWARDS 2018

67ijglobal.com Spring 2019

African MLA of the YearStandard Chartered BankStandard Chartered has long been one of

the leading project �nance banks around the

world, and 2018 represented another year

where the bank showed its global reach.

Each year our judges are hoping

to see international lenders gets major

transactions completed in sub-Saharan

Africa, where the pace of development can

be to painfully slow but where projects

can have an outsized economic impact.

This year Standard Chartered stood

ahead of the crowd having work on a

number of impressive transactions in Africa.

An EDF-led consortium closed

on a limited recourse �nancing for the

€1.2 billion ($1.4 billion) Nachtigal

hydropower plant in Cameroon. Standard

Chartered was the local coordinator,

intercreditor agent, offshore trustee, and

offshore account bank for the deal, which

was structured with a synthetic 21-year

tenor to allow local lenders to participate

long-term, while providing a natural hedge

for the local currency offtake payments.

Standard Chartered also played

a major role in re�nancings undertaken

by Africa-focused exploration and

production company Kosmos. The bank

acted as MLA for the re�nancing of

the company’s revolving credit facilities

and as MLA, underwriter, onshore

accounts banks, and facility agent for

the re�nancing of the its reserve based

lending facility and accordion.

In another signi�cant deal during

the year, the bank was an MLA on

the $1.1 billion �nancing to part-fund

the expansion of Indorama’s Eleme

petrochemicals plant in Port Harcourt,

Nigeria. The expansion works include the

construction of a 0.8 metric tonnes per

annum (mtpa) ammonia plant, a 1.4 mtpa

urea plant, an 11km gas pipeline spur and

other associated structures. The expansion

will double the fertiliser capacity of the

complex to 2.8 mtpa.

The deal is highly strategic for

Nigeria, due import substitution bene�ts and

the generation of foreign currency revenues.

European MLA of the YearLloyds Banking GroupLloyds had a hugely resurgent 2018,

�nishing 13th in IJGlobal’s year-end league

tables for European MLAs. To put this in

context, the previous year it had �nished

32nd and had committed less than a third

of the total lending it achieved in 2018.

It took the largest share of European

lending since 2012 and the total accredited

value of its loans, at just shy of $3 billion,

was the highest it had achieved since 2008.

Our judges were not just impressed

by the bank’s increased activity. They also

noted how it had played a major role in

some of Europe’s most signi�cant deals

last year.

Lloyds acted as agent and provided

half of the acquisition bridge loan for

Dalmore Capital and Equitix’s £1.6 billion

($2.2 billion) acquisition of the John

Laing Infrastructure Fund, a portfolio of

65 diverse PPP assets primarily located

in the UK. Lloyds was well positioned to

participate in the deal, being a lender to

many of the underlying assets.

The bank was also sole structuring

bank, joint bookrunner, fronting bank and

MLA in the �nancing of the �rst ever 3rd

party construction of a midstream pipeline

– Antin Infrastructure Partners’ investment

in the Humber Gathering System. The

subsea gas pipeline from Dana Petroleum

and Premier Oil’s Tolmouth gas �eld will

deliver up to 8% of the UK’s natural gas

requirement from the southern North Sea

once constructed.

Lloyds was also MLA and hedge

provider on the �nancing package for

Hornsea 1, the world’s largest offshore

wind farm. Its subsidiary Scottish Widows

participated on the deal too as a �xed rate

bond purchaser.

2018 also saw a reorganisation of

the bank’s infrastructure division. Lloyds

promoted Guillaume Fleuti in March to

lead a new combined infrastructure group,

which includes origination, structuring

and execution of transactions as well as

ongoing client coverage.

European and African Sponsor of the YearØrstedNo other sector in Europe has attracted

so much capital for major green�eld

developments as offshore wind in recent

years, and no other sponsor has such a

dominant position in that market.

Denmark-based Ørsted has taken

the lead in global offshore wind thanks to

its unique strategy of bidding for projects

on balance sheet before selling half of a

wind farm’s equity and raising long-term

debt against that divested stake.

This strategy reduces a project’s

�nancing costs and has allowed Ørsted to

build up an enviable portfolio of offshore

wind farms in the UK, the Netherlands,

Germany, the US and Taiwan.

In 2018, Ørsted completed

re�nancings for two of its operational

wind farms in the UK – the 573MW Race

Bank project off the coast of Lincolnshire,

and the 210MW Westermost Rough off

the Holderness coast.

Both deals attracted signi�cant

interest from lenders, both commercial banks

and institutional investors, underlining the

sponsor’s continuing bankability.

Ørsted’s standout deal of 2018

however was the completion of the sale

of its 50% stake in the in-development

1,200MW Hornsea 1 offshore wind

farm to GIP for £4.46 billion ($5.8

billion), which reached �nancial close in

November 2018. GIP raised £3.6 billion

in debt for the acquisition in a multi-

tranche project �nancing.

The deal was a �rst of a kind in

many respects. It is the largest single-

project �nancing ever for any new

renewable energy development anywhere

in the world. The debt is split between

investment grade bonds, bank loans and

a mezzanine debt facility provided by

Danish pension fund PFA.

The debt package attracted more

than 30 lenders, including 16 commercial

banks and 14 institutional lenders, while

Denmark’s export credit agency EKF

guaranteeing some tranches.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

68ijglobal.com Spring 2019

European and African Alternative Lender of the YearAviva Investors2018 will go down as a record-breaking

year for Aviva Investor as it managed to

deploy over £2 billion in total assets. It

made most of its investment in the UK.

Our judges were impressed by the

variety of the lending undertaken by Aviva.

As well more traditional long-term �xed

rate debt facilities, it also showed appetite

for �oating rate and sub-investment

grade deals. It also embraced �exibility

in structures, �nancing minority holdco

deals and 100% holdco deals, employing

deferred drawdowns and taking part in

short-term �nancings.

Among its standout transactions

was the re�nancing of the 73MW Cory

Riverside energy-from-waste plant in Bexley,

UK. Aviva Investors was the cornerstone

investor with a £185 million investment in a

20-year �xed rate fully amortising loan.

The re�nancing facilitated the

acquisition of the operational waste

plant by Dalmore, Semperian, Fiera

Infrastructure and Swiss Life in June 2018.

Another novel deal was the

�nancing of an acquisition of a solar

portfolio in the south-west of Spain by

ContourGlobal. The portfolio consists of

four CSP plants with a total generating

capacity of 200MW.

Aviva’s investment was split

between three clients, including the �rst

investment by our AIEID European

Infrastructure Debt Fund. The �nancing

is structured as a 19-year fully amortising

facility backed by regulated revenues over

the term of the debt.

The lender participated on some

of the biggest deals of the year, including

the �nancing of the 1,218MW Hornsea

1 offshore wind farm. GIP bought a 50%

stake in what will be the world’s largest

offshore wind farm, backed by one of the

largest project �nance debt packages ever

assembled for a renewables asset. Aviva

Investors invested £400 million in �xed-

rate and in�ation-linked bonds.

European and African Bond Arranger of the YearCitigroupIn a year when the bank completed

innovative work in bond markets around

the world, its deals in Europe stood out.

IJGlobal league tables show

that Citigroup was an arranger on 16

infrastructure transactions in 2018 in the

region, with a combined value of more

than $24 billion. A handful of these deals

were hugely signi�cant.

It acted as co-�nancial advisor, co-

placement agent, �nancing bank, sole ECA

arranger and hedging bank to GIP for

�nancing backing its acquisition of a 50%

stake in the Hornsea 1 offshore wind farm

in the UK.

The debt package featured a £1.3

billion private placement, including

both CPI-linked and �xed-rate notes.

It sat alongside a bank facility, export

credit agency guaranteed debt, and a

mezzanine tranche.

Citi brought in 13 UK and North

American institutional investors for the

notes, in what is the largest renewable energy

�nancing ever. Quite some achievement for a

green�eld project, and considering the debt

was raised at the holdco level and against a

partial ownership of the asset.

The bank also arranged the debut

international bond issuance for energy utility

EPIF, which has its primary operations in

the Slovak Republic and Czech Republic.

Citi priced a €750 million six-year Reg S

senior unsecured bond at 1.659%, following

a four-day roadshow across �ve European

cities. This marketing activity was repaid by

strong support from German investors, and

comparatively tight pricing for an issuance

from a corporate based in the Central and

Eastern Europe region.

Another standout deal was the

€180 million private placement raised by

Terminal Investment Limited, which owns

interests in 38 terminals in 24 countries

across �ve continents. TIL exceeded its

fundraising target, building off the success

of previous debt raises.

European and African Fund Manager of the YearInfracapitalThe judges highlighted Infracapital’s

impressively focussed approach to the

mid-market, its breadth of activity, and its

success in fundraising last year.

Infracapital completed fundraising

for its Infracapital Partners III within

6 months of launch, at its hard cap

of £1.85 billion, despite signi�cant

LP oversubscription. This disciplined

approach is based on a �rm strategy to

focus only on the mid-market. The record

speed of fundraising has been matched

by deployment, with 20% 0f the fund

committed within 6 months of �nal close.

Meanwhile, Infracapital Partners II

reached the end of its investment period last

year. It has been producing gross IRR of

23.3% and an 8.1% yield, demonstrating

signi�cant value in the mid-market space.

The fund manager has also deployed most

of its Green�eld Fund, raised in 2017.

Among its stand-out investments in

2018 was its acquisition of a controlling

stake in Energetics, one of the UK’s largest

independent network owners that builds,

owns and adopts last mile electricity and

gas connections. It has built a network of

over 225,000 installed connections, and

has an orderbook of another 172,000

connections. It has a market share in

Scotland and Northern England of 47%.

It also acquired rural area

broadband business CCNST last year with

the intention of expanding its existing

network of 3,300km of �bre serving

60,000 premises in Bavaria, Germany.

Another signi�cant deal was the

injection of an additional £150 million

into Bioenergy Infrastructure Group by

Infracapital and its partners Helios Energy

Investments and Aurium Capital Markets.

Infracapital originally invested in the

business, which operates a portfolio of

20 waste-to-energy projects in the UK, in

October 2015. The proceeds of the new

investment will be used to add further

waste-to-energy assets to the portfolio.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

69ijglobal.com Spring 2019

European and African Technical Adviser of the YearArupThe breadth of work completed by Arup

across the region last year was truly

impressive. Its deals that reached �nancial

close were spread across 13 countries in

Europe and Africa, representing a cross

section of market leading deals.

The type of work Arup conducts

is broad too. Its roles include developing

a business case for green�eld projects,

environmental and technical evaluation,

buyside transaction advice, vendor due

diligence, lenders technical advisory, post

transaction services, equity M&A advisory,

procurement advice, �nancial modelling,

valuation, debt structuring, re-�nancing and

advising government authorities.

Among its standout deals was its

buy-side technical due diligence service

on AXA Investment Managers’ successful

acquisition of Agility Train West, which

will �nance, own, maintain and provide

the Great Western main line train operator

with 57 trains as part of phase one of the

InterCity Express Programme.

Arup’s provided a technical review

of Hitachi’s vehicle design, manufacture,

commissioning of the trains, comprehensive

review of its asset management and

maintenance procedures. Arup’s review

also considered the potential impact of

future technology changes (i.e. hydrogen

or battery powered trains) on this project,

while considering barriers to re-leasing.

Arup also performed a full

contractual review, considering the

unusual structure, and analysed adequacy

of Hitachi’s train availability and

reliability payments. Arup tested the

complex payment mechanism provisions

through several scenarios to understand

the risk maintained by the Agility Trains.

In the energy sector, Arup provided

both vendor technical due diligence

services and in-house commercial due

diligence during the sale by GSIP and 3i

of a majority stake in Finnish electricity

distribution business Elenia.

European and African Legal Adviser of the YearAshurstAshurst has walked away with this

coveted prize for 2018 thanks to a truly

diverse mix of deals done during the year.

As well as advising on some of the

most talked about transactions in Europe

last year, the law �rm also has a very

strong Africa practice, and this blend put it

above its rivals.

Big ticket deals for 2018 included

advising the winning consortium on the

acquisition of 100% of the Cory Riverside

waste-to-energy project in the UK, acting

for the EIB as it made one of its largest

loans as part of the �nancing of the

Trans-Adriatic Pipeline, and representing

ConnectPlus on the re�nancing of the

M25 motorway in the UK.

Ashurst advised Banca IMI,

UniCredit, BNP Paribas, Credit Agricole,

ING, and Cassa Depositi e Prestiti on the

€1 billion ($1.2 billion) re�nancing of a

400MW portfolio of solar PV assets in

Italy owned by EF Solare.

The deal was the largest ever re� of

Italian solar assets, and featured a novel

credit line which will allow the sponsor to

�nance new plants for which banks have

not yet completed due diligence.

Another major transaction for

the law �rm last year was the Wales

and Borders rail franchise, the largest

contract to ever be awarded by the

Welsh Authority of the UK.

Ashurst advised KeolisAmey

which will act as operator and

development partner under the franchise

and provide infrastructure manager

services in connection to integrating the

metro system on the Core Valley Lines

around Cardiff.

In Africa the �rm advised Newcrest

Mining on the sale of a 89.89% stake in

the Bonikro gold mine in the Ivory Coast

to F&M Gold Resources and Africa

Finance Corporation for $81 million.

European and African Financial Adviser of the YearRothschild & CoRothschild & Co had an excellent year

in 2018, advising on more than 50

infrastructure-related transactions across a

wide range of sectors and geographies.

Many of the largest transactions

featured consultancy on both M&A and

�nancing, perfectly matching its strategy

to marry those advisory services in its

offering to clients.

Among the many deals completed

by Rothschild & Co last year, the £885

million re�nancing of the Porterbrook

rolling stock company (ROSCO) was

the headline pure �nancing deal. It was

sole adviser to Porterbrook on the re�

of its existing term loan, revolving credit

facilities, and junior debt with new drawn

and undrawn bank facilities.

At a time when the ROSCO model

is under pressure from new entrants to

the market, the deal managed to reduce

Porterbrook’s debt margins by around

40% with pricing coming in under 100bp

over Libor. The deal also replaced a legacy

swap portfolio of both off-market and

reverse swaps with a single new swap.

Rothschild advised in debt

restructuring and subsequent sale of 3i

Group’s sale of a 65% stake in Scandlines

ferry service between Germany and

Denmark. The debt restructuring reframed

the asset as critical infrastructure through

a credit re-rating process and €1 billion

re�nancing which saw the business

transition from a leveraged loan structure

to a fully portable yielding infrastructure-

style debt structure.

Another major re�nancing and

sale it advised on last year was that of

Dunkerque LNG. It worked with Fluxys

in its negotiations with co-owners EDF

and Total who were selling their interests.

It completed a €800 million re�nancing

of shareholder contributions and then

assisted Fluxys on the establishment of a

consortium that would ultimately win a

controlling 60% stake in the asset.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

70ijglobal.com Spring 2019

European and African Model Auditor of the YearBDO LLPIn 2018 BDO LLP further consolidated

its position as the leading model auditor

across the world, topping IJGlobal’s year-

end league tables with more than 30% of

the overall market.

In Europe and Africa, its work

covered more than 20 bids and �nancial

close transactions in transport, social

infrastructure and renewable energy

sectors. Its deals spanned from district

heating in Finland to solar power in Mali.

Notable deals included Haren

Prison in Belgium in which BDO

supported sponsors Macquarie, FCC

Construction and Denys NV. The project

was awarded in 2013 but only reached

�nancial close in 2018 due to political

opposition and Eurostat scrutiny. When

approval was �nally forthcoming,

�nancial close was achieved in an

impressively tight timetable.

Another big deal was the A16

Rotterdam PPP in the Netherlands.

BDO advised the sponsor consortium on

this 25-year design, build, �nance and

maintain concession which will connect

the A13 and A20.

The project’s �nancing was very

innovative, incorporating a shareholder

bridge facility, three equity bridge facilities,

two milestone bridge facilities, three term

loan facilities, two construction bridge

facilities, a post-construction facility

and four debt service facilities, totalling

€930 million. The �nancial model had

to undergo signi�cant structural change

during the bid stage after a �nancing offer

from the EIB was declined.

BDO LLP also provided model

assurance services to the project company

for the 875MW Triton Knoll offshore

wind farm in the UK. The project �nancing

featured 15 international commercial banks

for a debt package which totalled more

than £2 billion. Triton Knoll will be one

of the largest offshore wind projects in the

world once it is constructed.

North American MLA of the YearMUFGBeing dominant in the year-end league

tables is no guarantee of success in the

awards, but it does help.

MUFG lent $2 billion more than

its closest competitor in North America

in 2018, taking close to an 8% share of

the MLA market. Its 68 completed deals

compares to fellow Japanese banking giant

SMBC which managed to lend on ‘only’

39 �nancial close transactions.

The variety and pro�le of the deals

the bank worked on also gave them the

advantage last year. As one of our judges

summarised: “MUFG acted as MLA for

very large, complex and innovative deals

in 2018 that included diverse kinds of

asset classes.”

One of the bank’s headline deals

from last year was the $2.1 billion

acquisition by Starwood Property Trust

of GE’s project loan portfolio and project

�nance business. MUFG acted as sole

underwriter, coordinating lead arranger,

administrative agent, collateral agent, and

depositary bank for the buyer.

The portfolio comprises 51 projects

located in the US, Mexico, Europe,

Canada, Qatar, UAE, and Australia, and

includes gas-�red, wind, solar, LNG,

pipeline, coal, petrochemical, and waste-

to-energy projects.

The transaction required funding in

�ve different currencies, a delayed-draw term

loan facility to fund eight projects under

construction, and a revolving credit facility

to provide project level letter of credit.

In another major deal, MUFG

acted as coordinating lead arranger,

documentation agent and joint lead

arranger, joint bookrunner, admin agent

and intercreditor agent for a special

purpose vehicle established by Freeport

LNG Development. The facility was used

for the three-train natural gas liquefaction

and export facility on the site of FLNG’s

existing lique�ed natural gas receiving and

regasi�cation facility on Quintana Island,

near Freeport, Texas.

North American Sponsor of the YearACS InfrastructureTo reach �nancial close on one multi-billion

dollar infrastructure project in North

America during a year is impressive, to be

the sponsor of three just looks greedy.

By any measurement, ACS had an

outstanding 2018, bringing Gordie Howe

International Bridge, the Automated

People Mover (APM) at Los Angeles

International Airport, and Finch West

Light Rail Transit all to close.

In addition, ACS structured a highly

complex re�nancing on one of the largest

P3 projects in Canada (Autoroute 30), is

successfully transitioning Ohio’s �rst P3 and

largest highway construction project ever

(Portsmouth Bypass) into operations, has

seven P3 projects in tender (three in proposal

stage, four in quali�cations) and structured

six DBF transactions through its role as

�nancial adviser to its construction af�liates.

Gordie Howe involves the

construction of a new six-lane, 2.5km

cable-stayed bridge between Windsor

in Canada and Detroit in the US. The

bi-national nature of the project created

complexities related to foreign exchange,

tax structure and cross-border regulations.

The bridge required a capital investment

of roughly C$3.8 billion.

ACS was also lead sponsor on the

$2.5 billion APM project, which was

funded through a debt package that

combined short-term bank debt with

private activity bonds in an unusual hybrid

structure for the US market. The deal also

faced complexity in the bid phase, as the

introduction of the Tax Cuts and Jobs Act

2017 mid-process required changes to

committed proposals.

Finch West LRT meanwhile was one

of the largest private �nancings of a P3 in

Canada. ACS and its co-sponsors Aecon

and CRH Canada Group reached �nancial

close on the project a mere 26 days after

being con�rmed as preferred bidder. The

debt was split between 20-year notes, 35-

year notes, a six-year credit facility, and a

small mezzanine tranche.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

71ijglobal.com Spring 2019

North American Fund Manager of the YearAMP CapitalThe Sydney-based fund manager had a

successful year on all fronts last year. It

recorded achievements in fundraising,

asset management and deployment of

capital, with North America the location

for many of these successes.

AMP Capital Infrastructure Debt

Fund III, an unlisted fund targeting assets

in OECD countries and a 10% IRR,

reached �nal close in late 2017 and closed

on two major US deals in 2018.

The �rst was a $500 million co-

investment alongside CDPQ to Tillman

Infrastructure backing its rollout of

new telecoms towers in the US. AMP’s

contribution was $200 million and there

is an option to double the total investment

depending on Tillman’s future growth needs.

Towards the end of the year, the

debt fund also lent $190 million to

Maryland-based core infrastructure

company Synagro to re�nance its

outstanding term loan B.

On the equity side, AMP Capital

Global Infrastructure Fund II was in active

fundraising in 2018, reaching �rst close in

August. The fund also made deployments

in two US assets during the year.

It formed a 50:50 JV with Invenergy

to own and operate its portfolio of natural

gas-�red generation assets across the

America. The portfolio includes seven

operational plant in the US and Canada

with a combined capacity of 2,680MW.

Alongside the equity acquisition,

Invenergy and AMP Capital closed a $350

million term loan B and $65 million LC

facility that replaced an existing term

loan B/C while including an additional

operating facility to the new term loan B

collateral package.

AMP also signed on the acquisition

of 100% of Everstream, a regional �bre

network service provider operating in the

US Midwest. The deal was reported to have

a cash consideration price of over $200

million. Everstream’s network consists of

10,300+ route miles of �bre.

North American Financial Adviser of the YearErnst & YoungOur judges commented that 2018 was a

huge year for EY. It was �nancial adviser

on several landmark transactions to reach

�nancial close, in several instances with

clients undertaking their very �rst P3s in

the North American market.

It also won mandates to advise on

nearly $50 billion of new projects. These

include some of the world’s largest P3s

(Gateway, Maryland Capitol Beltway, LA

Metro), whole programmes like Georgia

DOT’s and Newfoundland, and it also

worked on advance multiple healthcare and

transit projects across Canada (Edmonton,

Surrey, RER, STM Blue Line, VIA HFR).

EY advised Los Angeles World

Airports (LAWA), on its ambitious Landside

Access Modernization Program (LAMP) for

what is the busiest origin and destination

airport in the world and a future Olympic

destination. EY acted as a commercial and

�nancial adviser on the P3 procurements for

the $2.8 billion Automated People Mover

(APM) and $1.3 billion Consolidated Rent-

A-Car (ConRAC) facility.

Another major deal was the project

to deliver a new automated fare collection

system in Boston, for which EY acted

as commercial and �nancial adviser

to Massachusetts Bay Transportation

Authority. This was the �rst P3 project for

the delivery of a new “smart ticketing”

solution in the US and will allow MBTA

customers to use their phones and

contactless credit cards to access all of the

MBTA’s transportation system (subway,

rail, bus, ferry).

In Canada, EY advised on the

procurement and �nancing of a $1.2

billion, new 720,000 square foot

healthcare facility in Ontario. EY

undertook transaction structuring,

procurement process development,

payment mechanism, proposal

evaluation, value-for-money analysis,

risk assessment, public sector

comparator and shadow bid model

construction, and �nancial advisory.

North American Bond Arranger of the YearCitigroupCitigroup topped IJGlobal’s bond

arranger year-end league table for 2018

in the highly competitive North American

market. It completed 44 transactions that

demonstrated the breadth of its work.

The bank led bonds for airports and

related assets, roads, renewables (including

portfolios), assets in the energy space, and

other non-conventional assets such as

weigh station bypass systems.

In addition, outside of senior secured

bonds at the asset level, Citi structured

and executed bonds entailing minority or

HoldCo risk (the Clover deal for example),

as well as securitization (sPower 2).

For Clover, Cordelio Power closed

C$678 million and $149 million of senior

secured notes in Canada and the US,

respectively, to re�nance bridge loans

used to fund the acquisition of 49% of

Enbridge’s interest in select renewable

assets in North America.

The notes were secured by a

�rst priority security interest in the

membership interests of the issuers and all

of their assets (including equity interests

in the JV partnership). The transactions

were marketed simultaneously to both

Canadian and U.S. investors and issued

in two currencies, and the deals were

3x oversubscribed.

In September Citi was one of the

arrangers of the $498.7 million back-

leverage notes secured by the class B

membership interests in sPower’s 652MW

portfolio of 16 operating, utility-scale

solar projects.

The notes leverage cash�ows

through maturity of all PPAs, plus post-

PPA cash�ows for several of the projects

(representing less than 10% of debt

sizing cash �ows), and a balloon sized to

contracted and some post-PPA cash�ows

beyond maturity of the notes.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

72ijglobal.com Spring 2019

North American Legal Adviser of the Year (Private Sector)Norton Rose FulbrightIt was not just the sheer volume of deals

completed by Norton Rose Fulbright in

North America last year that caught our

judges’ attention, though 28 �nancial close

transactions recorded in IJGlobal’s year-

end league tables is impressive.

Instead, the judges praised the

variety of sectors and asset classes that the

�rm advised across last year. One judge

was impressed by how in the P3 space

the �rm had advised on four major deals

to close in 2018, which had a combined

value of more than $5 billion.

Norton Rose Fulbright advised

CDPQ Infra in its dual role of sponsor and

authority on the automated light rail tansit

(LRT) project in the Greater Montreal

Region, which will deliver a 67km of track

and 26 stations.

Another signi�cant transport

transaction was the Finch West LRT

in Toronto, which has a total contract

value of C$2.5 billion and involves

the construction of a new 11km rail

route. Norton Rose Fulbright advised

procurement agencies Infrastructure

Ontario and Metrolinx on the project.

Outside of P3, the �rm represented

Longroad Energy Partners, as sponsor, on

the construction and back-levered term

debt and tax equity �nancing of the �rst

merchant solar project in the US – the

313MW Phoebe project in West Texas.

The deal is hugely signi�cant as some wind

farms have been �nanced on a merchant

basis over the last few years, but no one

had managed to �nance a solar project on

that basis until this project.

The �rm also advised Brook�eld

Infrastructure on its acquisition of

Enbridge’s Canadian natural gas gathering

and processing business in the Montney,

Peace River Arch, Horn River and Liard

basins in British Columbia and Alberta for

C$4.31 billion. This is widely considered

the most signi�cant midstream deal in

Canada in 2018.

North American Corporate Trust Provider of the YearWilmington TrustCorporate trust providers play a vital yet

often overlooked role in the successful

�nancing of major infrastructure projects.

Wilmington Trust was involved in

more the 60 transactions in 2018 that

ranged from as small as $20 million

to as large as $1.5 billion, covering a

wide variety of sectors. In terms of types

of deal, it worked on everything from

vanilla bilateral loans to holdco back-

leveraged �nancings.

In the oil and gas sector, Wilmington

was noteholder representative, collateral

agent, deposotary agent and escrow agent

on a deal which saw AMP Capital and

Blackstone participate in a $1.5 billion

�nancing for Cheniere’s holding company

interests it has in the multiple LNG

facilities in North America.

The �rm’s standout transaction in the

power sector was the roughly $260 million

�nancing of a high-voltage transmission

line in Texas. OMERS and GIC are

sponsors of Texas Transmission Finco, a

minority member in Texas utility Oncor

Electric Delievery Company. Morgan

Stanley arranged a three-tranche debt

package for the borrower that featured

Prudential, RBC and EDC as lenders.

Wilimington acted as intercreditor agent,

collateral agent, and depositary agent.

In the funds space, Wilmington

served as administrative agent, collateral

agent, and depositary agent on a $175

million equity bridge loan supporting

Capital Dynamic’s latest clean energy

fund. Nomura and Commonwealth

Australia Bank were lenders on the deal.

The Clean Energy and

Infrastructure VII fund reached �nal

close at $1.2 billion in August 2018, and

it has already started deploying capital.

Wilmington has taken similar roles on

non-recourse �nancings connected to the

fund, including the acquisition of a stake

in the 121MW Springbok 3 solar plant

in California.

North American Legal Adviser of the Year (Public Sector)FaskenCanadian law �rm Fasken has built up

an enviable record advising on P3s and

is particularly well-known for its public

sector advisory work.

Fasken was been involved in some

of the highest pro�le and largest projects

not only in Canada, but in North America

for 2018. These included the REM project

in Montreal, the Trans Mountain Pipeline,

the Gordie Howe Bridge, and the A25 and

Waneta Dam transactions.

Fasken acted for the Government

of Canada and the Windsor Detroit Bridge

Authority on the Gordie Howe International

Bridge Project. It was involved with all

aspects of the deal from the outset including

drafting all documentation, negotiations

with bidders, liaising with all levels of

government in both Canada and the US.

The project is the �rst major new

border crossing between the US and

Canada in decades and will be the largest

port of entry and border crossing between

the countries. It was procured and paid

for solely by the Government of Canada.

Canada, Michigan and the US federal

governments worked together to accomplish

the transaction as mandated by an historic

crossing agreement signed by Canada and

Michigan and a Presidential Permit.

In another major 2018 deal, Fasken

acted for the Agence Régionale de Transport

Métropolitain, the planning agency for

transit in Montréal, on the Réseau express

métropolitain (REM) project.

Once completed, the REM

will be one of the largest automated

transportation system in the world after

Singapore, Dubai and Vancouver. It is also

the largest piece of public transportation

infrastructure in Canada since the

Montréal metro, inaugurated in 1966.

Valued at $6.3 billion, the REM

project is also signi�cant as it was the �rst

infrastructure project in Canada to receive

funding from the newly-formed Canada

Infrastructure Bank.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

73ijglobal.com Spring 2019

North American Technical Adviser of the YearArupFor a �rm like Arup that has such a global

footprint, being active on multiple major

projects all at the same time is par for the

course. Yet 2018 proved an especially busy

year, with the �rm working on more than

40 ongoing transactions, many of which it

helped to bring to �nancial close.

It has built off previous success on

projects such as Long Beach Civic Centre

to win mandates advising public sector

clients such as the City of Napa, the City

of Los Angeles and City of Denver.

A phrase repeated during the judging

session for this category was that Arup is “a

market leader”, and a couple of its major

projects from 2018 demonstrate why.

Arup provided due diligence

advisory services to OMERS Infrastructure

for the acquisition of a shareholding

in integrated utility company Puget

Sound Energy (PSE). PSE is the largest

integrated electric and natural gas utility in

Northwest US and supplies electricity and

gas to over 1 million customers.

In a complex and highly

competitive sale process, Arup worked

closely with the advisory team to ensure

an integrated view of the valuation inputs

and risk pro�le for the transaction,

providing assurance in advance of the

investment committee stages.

Another major energy transaction

for Arup last year was the acquisition of

a 49% stake in the Maurepas pipeline

in Louisiana, by Alinda Capital Partners

from the pipeline operator SemGroup.

The 100 mile pipeline serves re�neries

in the Gulf Coast region, and poses

environmental challenges given that it runs

through ‘high consequence areas’ with

several waterway crossings.

Arup advised Alinda, helping to

develop a bottom-up assessment of the

long-term capex and opex requirements

for the pipelines, based on analysis of the

construction history, pipeline integrity

reports and expected maintenance activities.

North American Tax Adviser of the YearKPMGKPMG’s coverage of infrastructure

projects in North America is now

comprehensive; having built a team in the

region that has expertise in every corner

of the market.

During 2018, it performed the role

of tax adviser, essential to the ultimate

success of any project, on 20 separate

infrastructure transactions in North

America that reached �nancial close.

Notable deals include Antin

Infrastructure Partners’ acquisition of

100% of the equity interest in US �bre

services company FirstLight from private

equity �rm Oak Hill Capital Partners.

KPMG acted as tax adviser to Antin,

providing a full set of tax advisory services

in relation to the acquisition, including

tax due diligence, tax structuring and tax

modelling assistance.

Through its modelling work it

identi�ed the cash tax impact associated

with key tax items relevant to the deal

(including opportunities arising from

US tax reform); identi�ed an optimal

tax structure; and undertook diligence

to identify any historical tax issues that

would adversely affect deal value.

It was also tax adviser to

Transurban Group on its acquisition of

100% of equity in the A25 in Canada

from Macquarie Infrastructure Partners.

The A25 is a 7.2-km toll road and bridge

in Montreal North, which opened in May

2011 and is one of only two toll roads in

the entire province of Quebec.

Another major acquisition for

KPMG in 2018 was the deal that saw

IFM Investors and British Columbia

Investment Management agree to

acquire a 37.5% stake and 25% stake,

respectively, in Global Container

Terminals (GCT) from Ontario Teachers’

Pension Plan. GCT, headquarter in

Vancouver, operates four marine container

terminals in the US and in Canada.

KPMG was tax adviser to IMF Investors

throughout the entire acquisition process.

North American Insurance Adviser of the YearINTECH Risk ManagementINTECH holds a unique position in the

market, operating as an independent

insurance and risk management

consulting company that has built up

a strong reputation in the energy and

infrastructure market.

During 2018 it worked on

transactions spanning the power sector,

P3s, and other types of project �nance

and M&A deals. It is active in both North

America and Latin America, but its most

impressive transactions from last year

were located in the former. As well as

being involved in headline deals like Finch

West LRT and the MBTA automated fare

collection system, the �rm had to overcome

unique challenges on some other deals.

INTECH worked as lenders’

insurance adviser on the automated people

mover project at Los Angeles International

airport. The authority agreed to take on

the earthquake and terrorism risks on the

deal, which traditionally are insurable

risks passed down to bidding teams. This

alleviated cost concerns for these two risks

especially in consideration that both are

considered high hazard territories being an

airport and California.

However, the proposed authority risk

allocation did not include typical insurance

provided coverage for project delay and

loss of revenue risks related to those events,

and the contractual relief contained the

typical fault based carve-outs to such relief

that do not typically exist on insurance

policies. As such, the insurance programme

had to dove-tail with gaps in coverage in

the authority provided relief to provide

adequate protection.

INTECH also worked as lenders

insurance adviser on the Gordie Howe

Bridge deal, which required an innovative

approach to insurance due to the cross

border nature of the project along with

the non-traditional insurance placement

approach for P3 projects in both the US

and in Canada.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

74ijglobal.com Spring 2019

North American Model Auditor of the YearBDO LLPA buoyant P3 market in North America

was good news for BDO LLP last year, as

it won work on 20 deals either at bid stage

or as they reached �nancial close.

The �rm’s continuing ability

to provide comfort and required risk

mitigation to sponsors and �nancial

investors on major infrastructure projects

is re�ected in IJGlobal’s year-end league

tables for 2018, which showed it in 1st

position for model auditors in terms of both

transaction count and total value of deals.

One of the �rm’s major deals from

last year was the Gordie Howe International

Bridge. BDO LLP supported the winning

consortium on the project, which entails the

construction of one of the world’s longest

bridges, connecting Canada and the US.

BDO LLP also supported the

winning bidder on the Consolidated Rental

Car (ConRAC) project at Los Angeles

International airport – the �rst ever P3 for a

ConRAC service in the US. The new facility

will consolidate the operations of rental car

agencies at LAX, currently spread across

23 separate properties. The facility will

comprise almost six million square feet and

be the largest ConRAC facility ever built –

providing over 18,000 parking spaces and

20 rental car facilities.

The �rm also had a successful year

in the energy sector. BDO LLP supported

Axium Infrastructure in its acquisition,

with ManuLife, of a 35% stake in

Northwestern Hydro, a 303MW portfolio

in British Columbia, from Alta Gas. It

also supported the subsequent re�nancing

of the short-term bridging facility with a

C$650 million private placement bond.

The �rm provided an initial

review of the acquisition �nancial

model, which was then rolled forward

to the bond �nancing in August 2018.

BDO LLP worked with the support of

its international network to provide a

review of the model’s tax treatments in

conjunction with a BDO International

member �rm in Vancouver.

Latin American MLA of the YearMUFGIt was a clean sweep for MUFG in the

Americas this year, with the Japanese bank

winning both the North American and

Latin American MLA awards.

With a team of 70 professionals

based in New York and Los Angeles as the

backbone of their Americas offering, the

bank is a formidable force in the market.

Among its most impressive deals

in 2018 was the �nancing supporting the

construction and operation of a seawater

desalination plant and associated facilities

at the Minera Spence copper mine in Chile.

MUFG acted as coordinating lead

arranger, �nancial adviser and hedge

coordinator for sponsor Caitan, a special

purpose vehicle established by Mitsui &

Co and Técnicas de Desalinización de

Aguas, on the $472 million term loan and

$46 million letter of credit facility raised

for the project.

One of the interesting features of

the deal is that the project has entered

into a construction plus 20-year BOOT

agreement with the owner of the mine,

which includes robust termination

provisions that trigger a termination

payment suf�cient to cover all the

outstanding debt.

Another signi�cant deal was the

�nancing of a 71MW PV solar project

located in Los Rodriguez, San Miguel de

Allende in the state of Guanajuato, Mexico.

The project was awarded a 20-

year power purchase agreement by the

Mexican Federal Electricity Agency,

Centro Nacional de Control de Energia,

for the Clean Energy Certi�cates and 15-

year PPA for energy and capacity in one of

the country’s most competitive renewable

energy tenders yet.

MUFG acted as joint lead arranger,

senior lender, administrative agent,

collateral agent and VAT lender for

sponsor X-Elio Energy.

Latin American Sponsor of the YearActisActis has established itself as one of

the world’s leading emerging markets

investors. Its activity spans private equity,

energy, infrastructure and real state,

offering a multi-asset strategy. Its portfolio

in the energy sector includes subsidiaries

Aela Energia, Atlantic, Atlas, Cerro de

Hula, Echo Energia, and Zuma Energia.

Actis has committed more than $3

billion in investments in Latin America to

date, and in 2018 it was involved in more

than a dozen transactions.

The company’s largest transaction

of 2018 was the $1.256 billion acquisition

of Intergen’s Mexican assets. In fact, it was

the largest acquisition ever completed by

Actis. The asset will be held in its Actis

Energy 4 fund.

The portfolio consists of six

combined-cycle gas turbine plants with a

combined 2.2GW capacity, one 155MW

wind farm (co-owned with IEnova), three

natural gas compression stations, and a

65km gas pipeline. The sponsor raised

$860 million in acquisition debt through

bonds that mature in 2035 and have a

coupon of 6.375%.

Actis’ Brazilian subsidiary Atlantic

Energias Renovaveis closed in 2018 an

innovative �nancing for its 207MW Santa

Vitoria do Palmar wind complex located

in Rio Grande do Sul.

IDB Invest provided a total credit

guarantee greater than the total value of the

debentures issued to fund the project. The

measure improved the credit rating of the

papers to a grade better than the Brazilian

sovereign rating, leading the bonds to be

�ve times oversubscribed and to close at the

lowest range of interest rates.

Atlantic Energias Renovaveis also

closed a $120 million re�nancing of the

50MW El Naranjal and 16MW Del

Litoral solar PV plants in Uruguay in June

2018. The �nancing consisted of a 24-year

full amortising senior secured facility with

AllianzGI as the anchor investor, and a

smaller subordinated debt package.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

75ijglobal.com Spring 2019

Latin American Bond Arranger of the YearSMBCLeveraging off the bank’s established

market presence in Latin American

project �nance, SMBC and SMBC Nikko

have integrated their bank and securities

platform to provide a comprehensive

�nancial solution to its infrastructure

�nance customers.

As a result, SMBC Nikko has been

leading on project bond issuances both

public and private across Latin America, in

many cases as an active bookrunner.

EVM II is an 850MW in-

development, combined-cycle gas turbine

power plant located 60km northeast

of Mexico City that is due to achieve

commercial operations in June 2020. In

August, sponsors EVM Tenedora and

GE Energy Financial Services placed

$469 million of senior secured private

placement notes, with SMBC Nikko

acting as lead agent.

This landmark transaction is the

largest private placement for a power

project ever closed in Latin America. The

notes provided an ef�cient �nancing for

a green�eld project through a hybrid

structure that also included a term loan

A tranche, LC facilities and a local VAT

facility. The deal was evidence of growing

appetite in the US private placement

market for Latin American project debt.

Another landmark deal for SMBC

last year was also in Mexico. When Actis

acquired InterGen’s operating assets and

corporate platform in Mexico in April

2018, SMBC Nikko, BNP Paribas, JP

Morgan, Citi and Scotia coordinated

a 144A/Reg S offering of $860 million

senior secured notes rated Baa3/BBB to

part-�nance the deal.

The issuer originally planned to

fund the deal with a three-year term loan

provided by the underwriters that would

have been taken out by a bond after the

acquisition. Instead, the issuer managed

to �nd the way to issue the bond,

purchase the assets from InterGen and

collateralize simultaneously.

Latin American Financial Adviser of the YearAstris FinanceAstris, an investment bank solely focused

on raising �nancing for energy and

infrastructure projects, has now been active

in Latin America for just shy of 20 years.

It built on all those years of

experience to achieve strong results in

2018, with six deals closed across the

region representing more than $1.8 billion

in debt raised.

The most challenging of the Latin

America deals completed by Astris in 2018

was the 210MW dual PV and CSP Cerro

Dominador solar project in Chile.

It is the �rst CSP project in Latin

America, amongst the largest CSP projects

in the world, and by far a world record in

terms of storage capacity with 17.5 hours

of storage through molten salts. Astris

raised some $758 million of senior debt

on behalf of private equity fund EIG, who

took over the project from Abengoa, its

initial developer/contractor.

Challenges included the sheer size

of the project, the fact CSP of this size

is relatively non-proven technology, the

equity sale by Abengoa that warranted

structuring a complex co-EPC and

co-O&M structure with Acciona,

underpinned by complex arrangements

with respect to the IP related to certain

proprietary components of the project.

All this and the testing dynamics of the

Chilean market with respect to spot prices

and DistCo PPA demand.

Astris also advised on the �nancing

of two Mexican road PPPs during the year.

The �rst is the Pirámides – Tulancingo –

Pachuca highway conservation project, a

183km road between the states of Mexico

and Hidalgo sponsored by a consortium

led by Sacyr. The second is the 487km

Arriaga-Tapachula highway in the state

of Chiapas, which is being developed by

a group of local sponsors. These deals

demonstrate how established Astris now is

in the Mexican market.

Latin American Innovation Award NatixisOur judges specially requested this

next award, in acknowledgement of a

truly outstanding year for Natixis in

Latin America.

Despite having a relatively small

team in the region compared to some

of its rivals, the French bank punched

well above its weight to close on 11

transactions in 2018.

This award is not in connection to

volume of work completed by the bank

however, but instead for the innovation it

has facilitated in the market.

There is no better example of this

than the $175 million 29-year hybrid private

placement and �xed rate loan supporting

the Cajamarca Transmission Line in Peru.

Natixis was sole placement agent, sole

rating adviser and bookrunner on the notes,

and administrative agent of the loan. This

was the �rst ever hybrid loan and private

placement deal in Latin America.

Natixis privately placed $100

million to three US insurance companies,

with the notes rated BBB-, and was sole

lender on the loan. This dual placement

strategy allowed the sponsor to tap two

pockets of liquidity simultaneously at

attractive terms.

Another standout deal for Natixis

in 2018 was its role lending on the

$758 million debt package supporting

the development of the 210MW Cerro

Dominador CSP and PV project in Chile’s

Atacama Desert. Natixis was a lender on the

main term loan for the project, and the sole

provider of its debt service reserve facility.

The deal was dif�cult to get to

�nancial close not just because of the

perceived risks and additional costs

associated with CSP technology, but also

because of original equity sponsor Abengoa

having to sell its share in the project mid-

development due to �ling for Chapter 11

and Chapter 15 bankruptcy protection.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

76ijglobal.com Spring 2019

Latin American Legal Adviser of the Year (International)Clifford Chance

2018 was another very strong year for

Clifford Chance in the highly competitive

Latin American market. Its work was spread

across the region, advising on deals that

closed in Argentina, Brazil, Chile, Colombia,

Ecuador, Mexico, Peru, and Uruguay.

As well as transaction advisory, the

�rm has been working with Argentina’s

Ministry of Finance and it’s newly

created PPP unit to develop a structure

for the �nancing of infrastructure

through their nascent PPP programme.

In terms of deals, Clifford Chance

was involved in some of the most

innovative and challenging �nancings

completed during the year.

The �rm advised lenders on the

210MW Cerro Dominador PV and CSP

project in Chile. The deal faced signi�cant

challenges due to technology risk and the

need for EPC contractor Abengoa to sell

its equity after �ling for bankruptcy.

The deal has a multi-tranche

structure. Given the size of the �nancing

($1.4 billion total capex) the sponsors had

to tap a range of sources: the international

market, the local market and the

institutional market.

Clifford Chance also advised IDB on

its �rst-ever issuance of a Reais-denominated

guaranty of a Brazilian infrastructure bond

backing the Santa Vitória do Palmar wind

project. The innovative offering leverages

IDB’s AAA credit rating to promote

development �nancing since, due to the

IDB guaranty, the issuer of the Brazilian

infrastructure bonds was able to offer its

investors a domestic Brazilian investment

with a local AAA rating, higher than Brazil’s

sovereign debt rating.

The �rm also advised Natixis and

certain note holders on the innovative

re�nancing of the Cajamarca Transmission

Line project in Peru, which was structured

as a hybrid term loan and private placement

debt package – a �rst for the region.

Latin American Legal Adviser of the Year (Local)Garrigues

This Chilean law �rm had another strong

year in 2018, advising on major transactions

both in project �nancing and restructuring.

The IJGlobal year-end league tables

show the �rm advising on an impressive

16 deals to reach �nancial close, in its

home market of Chile, in Peru, Mexico,

and Colombia.

In May, it advised on a debt package

raised by a Chilean entity owned by

EDF and Andes Mining & Energy for

the acquisition of 100% of the shares in

Sociedad Eléctrica Santiago. The entity

owns and operates the 100MW Renca

diesel power plant; 379MW Nueva Renca

combined-cycle diesel power plant; the

139MW Santa Lidia open-cycle diesel

power plant; and the 132MW Los Vientos

combined-cycle diesel power plant.

Alongside Allen & Overy, Garrigues

advised the lenders on the �nancing

of the construction and operation of a

seawater desalination plant and associated

facilities at the Minera Spence copper

mine in Chile. Mitsui & Co and Técnicas

de Desalinización de Aguas raised a $472

million term loan and a $46 million letter

of credit facility for the project.

Garrigues also advised Banco

Santander and BBV on an additional $40

million loan to the sponsors to �nance

VAT arising from construction.

Another substantial deal during the

year was the $310 million construction

�nancing provided by Banco Santander

and Euroamérica for the Rutas del Loa

toll road concession in northern Chile.

Intervial Chile, a subsidiary of ISA

of Colombia, is the sponsor of the 136km

road project, which links the port of

Antofagasta with Calama, Chile’s copper

mining heart. This innovative transaction

was designed for banks and institutional

investors, and during the construction

stage there will be public bonds issued to

repay the construction loan.

For funds, institutional investors & their adviserswww.ijinvestor.com

Infrastructure fundraising & investmentExclusive fund news & analysis

Fund & fund manager profiles

NEW:

Asset radar

Fund tracker

II direct

Discover more at www.ijinvestor.com

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

77ijglobal.com Spring 2019

Asia Pacific DFI of the YearAsian Development BankIt has been another outstanding year for Asia’s

leading development �nance institution.

The ADB’s Private Sector Operations

Department approved some 36 deals

amounting to $3.68 billion, with year-end

commitments comprising 30 deals.

The bank invested into companies

and projects across the region, including:

Armenia, India, Kazakhstan, Indonesia,

China, Sri Lanka, Thailand, Vietnam and

investments covering multiple countries.

Its investments covered a diverse

range of sectors including �nancial

institutions, agriculture, power,

healthcare, waste and waste-water

treatment, and transport.

Among its standout deals of 2018

was the 98MW Rantau Dedap geothermal

project in Indonesia, for which the ADB

provided funding during the exploration

stage and as part of the �nal construction

debt package. Support during the

exploration phase reduced resource risk,

a key issue for geothermal renewable

energy, and enabled the power plant to be

�nanced on a project �nance basis.

Last year the bank also advised

on the �nancial structuring, conducted

an early stage safeguards review, and

was an anchor lender on Thailand’s �rst

major IPP for four years – the 2,500MW

combined-cycle Chonburi power plant.

The total project cost is $1.5 billion with a

debt-to-equity ratio of 75:25 resulting in a

relatively long tenor of 23 years.

ADB also supported Thailand’s

leading IPP B.Grimm on the �rst certi�ed

green bond in Thailand. Speci�cally the

proceeds of the bond will be used to

fund construction and the re�nancing

of solar power plants in Thailand but

more broadly, it is hoped the deal will

encourage more green bonds in Asia.

Until now, they have been rare outside

of China.

ADB assisted B.Grimm with its

application to the Climate Bond Initiative

and was also a subscriber to the bonds.

Asia Pacific MLA of the YearSociété GénéraleFrench bank Société Générale may not

have been the most active lender in Asia

Paci�c last year, but the deals it was

involved in were truly transformative.

Its 33 deals and combined lending

of $1.7 billion was impressive, though

slightly behind the largest of the Japanese

and Australian banks. But awards are

not all about league tables, and the work

completed by Société Générale in 2018

made it a worthy winner of the best MLA

award according to our judges.

Foremost in its portfolio of

transactions was the �nancing of the

128MW Formosa 1 offshore wind farm

in Taiwan, the �rst in a long pipeline

of offshore wind deals to come in that

country. Strong interest from a club of

commercial banks demonstrated the

potential for the sector and the robustness

of the project contracts.

The deal was also the �rst in which

EKF had participated in in Taiwan, which

took part alongside four local lenders and

seven international banks.

In Australia, SG acted as MLA,

hedge provider and bank guarantee

provider in the A$235 million project

�nancing for the Bulgana Green Power

Hub. French renewable energy producer

Neoen is the sponsor of the project, which

comprises a 194MW wind farm and a

20MW/34MWh Tesla lithium-ion battery.

As the �rst agribusiness partnership

of its kind in the world, the Green

Power Hub will provide Nectar Farms,

Australia’s largest high ef�ciency,

hydroponic greenhouse, with 100%

renewable energy. It will use up to 15% of

the energy generated by the Green Power

Hub, with the remaining 85% going

straight into the local grid.

SG was also MLA, underwriter,

bookrunner, technical & modelling bank

and hedge counterparty in an up to $500

million RBL in favour of Medco’s Block A

gas development project and Senoro gas

�eld project, both in Indonesia.

Asia Pacific Sponsor of the Year MarubeniYou need a lot of patience if you want to

develop major power projects in Indonesia

or Vietnam. The demand for new

generation is huge in these countries, but

projects often get tied up in bureaucratic

knots for many years, and some are never

completed at all.

All of which underlines what an

excellent year Japanese developer Marubeni

had in 2018, closing two major projects in

Indonesia and another one in Vietnam.

The most eagerly anticipated of

the three has been Java 1 in Indonesia.

The project consists of developing a

1,760MW gas-�red combined-cycle power

plant and associated �oating storage and

regasi�cation unit. It is the �rst time a gas-

to-power facility has been project �nanced

anywhere in Asia.

Marubeni and co-sponsors

Pertamina and Sojitz raised just over $1.3

billion in loans to fund construction, with

Japanese export credit agencies JBIC and

NEXI lending directly and providing

guarantees, respectively.

Marubeni also reached �nancial

close on the Rantau Dedap geothermal

project in Indonesia, which it is a sponsor

of alongside Engie, Supreme Energy and

Tohoku Elelctric Power. JBIC and NEXI

both participated in this �nancing too, as

did the ADB and several commercial banks,

with $540 million in debt raised in total.

The sponsor’s third project to

close in 2018 was the 1,200MW Nghi

Son 2 coal-�red power plant in Vietnam.

Marubeni was awarded the project 10

years previously following an international

bidding process, only reaching �nancial

close on the roughly $1.9 billion debt

package in April 2018.

As one of our judges commented:

“Marubeni is undoubtedly the sponsor

of the year. It closed challenging deals in

dif�cult jurisdictions, especially Java 1 which

had unique features. It is also interesting to

see a sponsor close gas-�red, coal-�red and a

geothermal deal all in one year”.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

78ijglobal.com Spring 2019

Asia Pacific Legal Adviser of the YearAllen & OveryIn an excellent year globally for the �rm,

Allen & Overy had an impressive 2018

in the Asia Paci�c region. It had a role

on virtually all of the major projects to

reach �nancial close during the year, with

IJGlobal’s year-end league tables recording

28 deal with a combined value of just

under $20 billion.

The law �rm claims the most

extensive footprint in the region, giving

it unrivalled geographical coverage, with

project �nance partners located in Tokyo,

Singapore, Jakarta, Seoul, Hong Kong, Ho

Chi Minh City, Bangkok, Sydney, and Perth.

In total in the Asia Paci�c, the �rm

has more than 40 specialist project �nance

lawyers led by 19 experienced partners.

A&O had the high pro�le but

challenging role of advising ECAs and

commercial banks on the $1.77 billion

project �nancing of the Java 1 gas-�red

power plant and FSRU development.

The deal is the �rst ever gas-to-power

project in Asia, and has an unusual and

complex structure.

The project is being developed by

Pertamina, Marubeni and Sojitz. Project

participants had to take account of the

complexities involved with an integrated

project with layers of “project on project

risk”, requiring some careful lawyering

and risk management.

In Vietnam, A&O advised sponsors

Marubeni and KEPCO on the �nancing

of the 1,200MW Nghi Son 2 coal-�red

power plant, which took 10 years to get to

�nancial close.

The project is the �rst successful

limited recourse �nancing of a BOT

power project using imported fuel and

trans-shipment in Vietnam. These trans-

shipment arrangement added signi�cant

complexities to the deal.

Another signi�cant deal last year

was the project �nancing of the 670MW

Nam Theun 1 hydropower project in

Laos, which is supported by an offtake

agreement with EGAT in Thailand.

Asia Pacific Financial Adviser of the YearSMBCYet again SMBC is setting the precedent

for �nancial advisory in the Asia Paci�c

region. The Japanese bank has a truly

global focus and also had strong years in

other regions but it remains the team to

beat in its our backyard.

In 2018, SMBC signed 24 new

mandates for energy and infrastructure

projects. These span a wide range of

sectors and markets – offshore wind

in Taiwan, hydro in Thailand, solar in

Vietnam, gas-to-power in both Bangladesh

and Indonesia, airports in the Philippines,

roads in Thailand, water projects in

Vietnam, and biomass in Japan.

In total, it has a pipeline of 35 deals.

The bank saw two of its major

advisory projects reach �nancial close last

year, both the Vietnam.

On 3 August 2018, Long Son

Petrochemicals Company Limited, a

subsidiary of Siam Cement Group,

signed a $3.2 billion loan package for

the construction and development of its

integrated petrochemicals project in Vietnam.

SMBC was also �nancial adviser

to sponsors Marubeni and KEPCO

on the 1,200MW Nghi Son 2 coal-

�red power plant in Vietnam, a project

more than 10 years in the making. The

�nancing involved two ECAs and seven

commercial banks providing the 20.25

year �nancing. Nghi Son 2 is the �rst

power plant awarded on a competitive

basis in Vietnam, and is the �rst of a

number of IPPs that have been waiting to

be developed since the Mong Duong 2 IPP

project in 2012.

Next year SMBC expects the

640MW Yunlin and 360MW Guanyin

offshore wind projects in Taiwan to

reach �nancial close. The projects, both

of which it is �nancial adviser for, will be

the largest offshore wind developments

in the country with a debt requirement of

roughly $3.5 billion.

Asia Pacific Bond Arranger of the YearCitigroupCitigroup had another outstanding year

in 2018, continuing its work to innovate

and open up new pools of liquidity for the

energy and infrastructure sector.

The bank says its sees project

sponsors becoming more sophisticated

in exercising �nancial discipline, and

leveraging institutional investor liquidity

for funding requirements to achieve the

most ef�cient capital structure.

And with banks’ balance sheets

becoming increasingly constrained by capital

limitations, new ways are being developed to

utilise institutional investor liquidity.

These two trends were evident in

Citigroup’s two outstanding transactions

from 2018.

Firstly Citi was a joint global manager

on Asia Paci�c’s �rst ever securitization of

project and infrastructure �nance loans.

Bayfront Infrastructure Capital, managed by

Clifford Capital, distributed the �oating rate

notes to Reg S investors in a collateralised

loan obligation structure.

The underlying loan portfolio

represented 30 projects encompassing 37

tranches of debt located across APAC and

the Middle East purchased directly from

bank lenders in the region. This effectively

of�oaded capital from banks’ balance

sheets, enabling them to recycle capital to

be utilized in new project & infrastructure

funding requirements in the region.

The structure of the deal also

mitigates barriers to entry for investors,

such as specialized resources, portfolio

concentration and emerging market risks.

The second major deal of the year

for Citi was the $1.4 billion project bond

to re�nance existing debt facilities for the

Australia Paci�c LNG project. The deal

represented the largest-ever US private

placement issued in Asia.

Citi was a bookrunner, alongside

ANZ and JP Morgan, on the long-term

�xed-rate debt that replaced construction

stage loans from China Exim.

IJGLOBAL COMPANY AWARDS 2018 IJGLOBAL COMPANY AWARDS 2018

79ijglobal.com Spring 2019

MENA DFI of the YearIFCIn a region awash with petrodollars, it is

easy to miss the development �nance deals

being done in its emerging economies,

obscured as they are by the behemoth

energy transactions that dominate debate

and grab headlines.

But IFC has continued in recent

years to meet its objective of facilitating

the �nancing of projects which could not

be banked without its assistance.

2018 yet again demonstrated IFC’s

ability to get deals done in the most

challenging of environments. Among its

deals from the year was a 7MW rooftop

solar project in Gaza, while it was also

provided a direct loan and debt through its

Managed Co-Lending Portfolio Program

to Atheer Telecom Iraq for the repair and

upgrade of its telecoms network damaged

by the con�ict with ISIS.

As an ongoing initiative, IFC is

lobbying the region’s emerging nations

such as Tunisia, Lebanon, Palestine and

Iraq to launch potentially bankable

renewables projects in the near future, to

help those states become less reliant on

imported fuels.

The development bank’s major

closed deals in MENA last year happened

in Jordan, a country where it has already

been active in renewables procurement. In

January, it closed on the 10th renewables

project in Jordan to feature IFC support –

the 200MW Baynouna solar.

Masdar is the sponsor of the

project, which was backed by a $188

million debt package arranged by the

IFC, which was the sole MLA on the

deal. JICA, DEG, OFID, FMO and EAB

also lent 18.5-year loans to the project,

which bene�ts from a 20-year PPA with

state utility NEPCO.

Later in the year, the 50MW Abour

Energy wind farm and 51.75MW Daehan

wind farm, both backed by the IFC, also

reached �nancial close. The former is

being developed by Xenel International,

while KOSPO and Daelim are the

sponsors of the latter.

MENA MLA of the YearStandard Chartered2018 saw Standard Chartered’s Middle

East project �nance team execute on an

impressive eight deals that demonstrated

innovation and diversity. Its portfolio

of deals spanned a wind deal in Jordan,

a re�nery in Oman, and a mini-perm

re�nancing in Bahrain.

Many of the transactions included

numerous exceptional characteristics

demonstrating Standard Chartered’s

continued commitment to �nding

pioneering solutions to address the Middle

East’s substantial infrastructure needs.

The largest deal the bank worked on

last year was the Duqm Re�nery green�eld

development in Oman. The project entails

the development of a 230,000 bpd re�nery

and related infrastructure including a

product export terminal at the Port of

Duqm. It has a total cost of nearly $9

billion, and 29 �nancial institutions from

13 countries provided the $4.6 billion debt

package. Three export credit agencies also

provided insurance and guarantees.

The project is the �rst major

industrial development in Sezad and will

be the springboard for making Sezad one

of the largest developments of its kind in

the Middle East.

It is the �rst major cross border

re�nery project in the Middle East

region, the �rst joint venture of a re�nery

project in the region between government

owned oil companies of two Middle East

countries, and the �rst re�nery in the

Middle East to process crude from another

Middle Eastern country on a long-term

contractual basis.

Standard Chartered was also an

MLA on the $71.4 million debt package

supporting Daehan Wind Power and Abour

Energy’s 51.75MW wind farm in Jordan.

Having limited indigenous resources of

energy, Jordan is highly dependent on

imports to satisfy its demand for electricity,

making new renewable energy project

strategically very important for the country.

The project ben�ts from a 20-year offtake

agreement with state utility NEPCO.

MENA Sponsor of the YearACWA PowerAnother year of ground-breaking deals

has further cemented ACWA Power’s

position as the sponsor to beat in the

MENA region.

In 2018, the Saudi Arabian

developer closed on a record-setting solar

PV project in Saudi Arabia and an Omani

IWP, while also winning tenders for

another IWP in Saudi Arabia and an IWPP

in Bahrain. It also spent 2018 putting

the �nal touches to the �nancing for the

region’s largest ever CSP project. As one of

our judges put it, this company “is not just

competitive, it delivers”.

The stand out �nancing for the

company in 2018 was the Sakaka IPP in

Saudi. The project carries the lowest ever

tariff bid for a solar project anywhere in

the world, equivalent to roughly $0.0234

per kWh. Natixis was the sole underwriter

for the $240 million debt package,

structured as a six-year mini-perm.

Sakaka is a hugely signi�cant deal

for Saudi Arabia as it pursues its target of

developing 9.5GW of renewables capacity

within the next �ve years.

ACWA Power’s other �nancial

close deal of the year was for Salalah

IWP, a 25 million gallons per day reverse

osmosis desalination project in Oman. The

�nancing featured local and international

lenders and was notable for the

participation of Siemens Bank in its �rst

investment of this kind in the region.

The developer was awarded

the contract to develop the 1,500MW

Al Dur 2 IWPP project in Bahrain in

October 2018 following a competitive

tender process. It is now moving towards

�nancial close on a roughly $900 million

debt package that is expected to feature

ECA and commercial bank debt.

It also won the tender for the

Rabigh 3 IWP project in Saudi Arabia in

November 2018, and by March 2019 it

had closed on the 950MW fourth phase

of Dubai’s solar programme – the �rst to

feature a CSP component.

IJGLOBAL COMPANY AWARDS 2018

80ijglobal.com Spring 2019

MENA Technical Adviser of the YearMott MacDonaldAlready an established presence in the

region, Mott MacDonald doubled the size

of its MENA team in 2018.

The company offers a full suite

of technical advisory services including

transaction advisory, environmental and

social advisory, lender’s technical advisory

and owner’s engineer advisory. Its clients

in the region include governments,

lenders, IFIs and bidders on various types

of transaction.

Possibly its most challenging deal

from 2018 was the �nancing of the Agadir

desalination project in Morocco. With a

275,000 m3 production capacity per day,

Agadir is the world’s largest plant designed

for drinking water and irrigation. It has

the particularity that it is a mutualised

project: there are two PPPs in the plant (for

drinking water and irrigation water) which

adds complexity, but creates ef�ciencies.

The desalination project will supply

drinking water to 2.3 million inhabitants

by 2030, 20% of whom live in rural areas.

The second half of the project represents

125,000 m3/d of desalinated water for

irrigation, and a distribution network to

cover 13,600 hectares of farmland.

The plant is alleviating a drought

crisis. Water stocks in Agadir’s farming

areas were seven times lower in 2008

than in 1982, and the average rainfall is

expected to decline in coming decades.

The project design provides for possible

capacity expansion up to 450,000 m3/day.

Other major recent projects for

Mott MacDonald in the region include

the Al Dur II IWPP in Bahrain for which

it provided lenders’ technical advisory

services, and the DEWA CSP project,

which represents the largest investment in

CSP in a single site anywhere in the world.

The �rm provided DEWA with

technical feasibility studies, functional

speci�cations and contribution to request for

proposals documents, assistance throughout

the whole competitive bidding process, and

ongoing training and capacity building.

MENA Legal Adviser of the YearAllen & OveryThe judges acknowledged that competition

was again very high in this category, but

picked A&O over its rivals thanks to

some very complex transactions reaching

�nancial close.

The hard �gures support A&O’s

selection too. In IJGlobal’s year-end

league tables, it came out a clear 1st in

the MENA legal adviser rankings, with its

12 closed deals almost double its closest

rivals. Accumulatively the transactions

it worked on had a value of more than

$18.5 billion, and it took more than 15%

of the legal adviser market.

Anywhere you look in the region

and A&O is there. The �rm is advising

on most, if not all, of the UAE’s strategic

power projects, including bids for the

mega solar projects in Abu Dhabi and

Dubai, and advised lenders on ACWA

Power’s DEWA IV CSP project. The �rm is

also advising various consortia on bids for

Sakaka solar PV, Dumat Al Jandal wind

farm, Rabigh IWP, Dammam STP, district

cooling projects in Saudi Arabia and the

Egyptian FiT phase 2 project.

As for closed transactions, A&O

advised the project company on all aspects

of the development and �nancing of the

230,000 barrels per day green�eld oil

re�nery project at Duqm Special Economic

Zone in the Sultanate of Oman.

The Duqm re�nery has a total cost

of nearly $9 billion and the sponsors

raised a $4.6 billion debt package to part-

fund construction.

A&O also advised the sponsors of

the Salalah IWP in Oman, which reached

�nancial close in August 2018. The project

will have a capacity to generate 25 million

gallons per day of desalinated water.

In an upcoming deal, A&O is

advising nine ECAs and other lenders on

the $6 billion BAPCO re�nery expansion.

This project will increase the capacity

of the facility from 267,000 to 360,000

barrels per day and dramatically upgrade

the production slate.

MENA Financial Adviser of the YearSMBCIn the space of a few short years, SMBC

has gone from one of many leading

�nancial advisers in the Middle East and

North Africa to a strong number one in

the market.

2018 solidi�ed this position with

a strong mix of public sector and private

sector mandates. Five transactions it

advised on also reached �nancial close

during the year, according to IJGlobal

year-end league tables, including the

record-breaking 300MW Sakaka solar PV

project in Saudi Arabia.

Sakaka attracted the lowest ever

tariff for a solar tender anywhere in the

world, and is the �rst in a long pipeline

of renewable energy projects due to be

developed in Saudi Arabia over the next few

years. SMBC has been working as �nancial

adviser to the Ministry of Energy, Industry

and Minerals on its highly ambitious

National Renewable Energy Programme.

Elsewhere SMBC advised on the

�nancing of the Sharjah waste-to-energy

project, the �rst project of its kind anywhere

in the region. Sponsors Masdar and Bee’ah

are developing a facility to treat around

330,000 tonnes of waste per year and to

produce 30MW of electricity. Lenders on

the roughly $163 million �nancing included

Abu Dhabi Commercial Bank, Abu Dhabi

Fund for Development, Siemens Bank,

Standard Chartered Bank and SMBC.

Like Sakaka, the deal is hugely

strategically important, as Sharjah has a

target of zero waste-to-land�ll by 2020,

while the wider UAE is aiming to divert

75% of its solid waste from land�ll by 2021.

SMBC also advised KIPIC on

the �nancing of a permanent LNG

regasi�cation plant in Kuwait.

The project has a total cost of $3.6

billion and KIPIC raised $2.6 billion

through an ECA-backed debt package.

The �nancing was over-subscribed with

funds coming from Europe, Korea, Japan

and Kuwait. The debt carries a tenor of

10 years plus construction.

Europe Power struggle in Bulgaria

Acquisition of Veja Mate offshore wind

Germany walks on cooling coals

INS

IDE

Source: IJGlobal, from 1 January 2019 to 31 March 2019

Hinkley Point C Nuclear Power Station

Clogherhead Offshore Wind Farm

Croatia FTTH Network

Dieppe-Le Treport Offshore Wind Farm

Ireland Higher Education PPP (Bundle 1& 2)

Moscow-Kazan HSR

Dunkirk Offshore Wind Farm

Ploiesti-Suceava HSR

10 JanAcquisition of Guillena-Salteras Solar PV Plant

15 FebYerevan CCGT Power Plant

18 MarSkinansfjellet & Gravdal Wind Farms

26 MarLa Fernandina, Miramundo & Zafra Solar PV Plants

19 MarIrish Social Housing Bundle I

29 JanSyvash Wind Farm Phase I

Ireland7 projects

Netherlands7 projects

UnitedKingdom

37 projects

Spain12 projects

Others56 projects

Italy8 projects

Germany13 projects

France17 projects

Greece9 projects

France $7.07 billion 17United Kingdom $6.71 billion 31Spain $6.21 billion 13Germany $2.60 billion 3Italy $2.43 billion 21Russia $1.30 billion 3Belgium $929 million 3Norway $820 million 4Luxembourg $750 million 1Sweden $422 million 4Netherlands $363 million 6Iceland $305 million 1Armenia $294 million 1Portugal $293 million 5Ireland $260 million 3Finland, Sweden $207 million 1Ukraine $177 million 1Turkey $116 million 2Finland $100 million 2Slovakia $63 million 1Greece $43 million 1Hungary $12 million 1

Pipeline & procurement deals Projects with recent tender updates

Transactions that reached financial close

166DEALS

Renewables: $12.73 billion

Transport: $8.88 billion

Power: $3.21 billion

Telecoms: $2.72 billion

Oil & Gas: $2.19 billion

Mining: $772 million

Closed deal values by sector Countries with highest closed deal values

81ijglobal.com Spring 2019

82ijglobal.com Spring 2019

BULGARIAN POWER

In early March state-owned NEK

launched the process to �nd private

partner for the 2GW Belene nuclear

power station, with reported interest from:

CNNC; Korea Hydro and Nuclear Power;

Framatome; and GE.

The Lv9-20 billion ($5.2-11.5

billion) project has suffered several

false starts, though, and a target to have

completed construction in eight years

looks optimistic given public opposition.

Plans to add a new unit at the

Kozloduy nuclear power station look even

more uncertain given a court decision in

May 2018 to reject its EIA.

Renewable energy should be well-

placed to plug this gap, particularly given

the base of renewables projects already

active in the country.

RenewablesLargely due to generous feed-in tariffs

introduced in a rush to modernise its

heavily regulated energy sector, Bulgaria

was among the EU countries that exceeded

their national targets for production and

consumption of energy from renewable

sources under the “Europe 2020” strategy.

By 2016 Bulgaria had already passed its

2020 target of 16% renewables, reaching

18.8% of the total power mix.

The country’s Ministry of Energy

recently introduced market changes to

further boost renewable energy projects.

In light of the 1.1GW of new renewables

to be connected to the grid by the end of

2026 as forecasted by ESO, the country

leaned in to the EU’s push to replace its

feed-in tariff scheme with a more market-

based feed-in premium.

The intention is to attract

investments into the sector, while taking

some of the burden off state utility

NEK which is obliged to buy all power

generated by renewables.

As shown by data compiled by

IJGlobal, there has been a tangible

increase in the energy produced by

renewable sources in the period 2011-

14, stimulated by feed-in tariffs for

smaller scale wind and solar, which led to

fragmentation of the capacities. However

as tariffs subsequently reduced, renewables

have been growing at a much slower pace.

The country boasts a few large-scale

renewable energy projects, though all were

commissioned before 2012. They account

for 383.9MW of installed capacity:

156MW St Nikolas Kavarna wind farm;

72.5MW Vetrocom wind farm phase I

and II; 60.4MW Karadzhalovo solar PV;

60MW Suvorovo wind farm; and 35MW

Kaliakra wind farm.

Conventional energy sourcesIJGlobal data shows that 64% of total

power capacity in the country is from

conventional power plants, followed by

hydro (29%) – a traditional source heavily

developed since the 1960s.

Around one third is produced by

nuclear facilities 1GW Kozloduy Unit 5

and 1GW Kozloduy Unit 6. Other large

generators include three coal-�red plants:

1,456MW Maritsa Iztok-2, 900MW

ContourGlobal Maritsa East 3, and

670MW AES Galabovo.

While two of these coal-�red

facilities have been completely rebuilt or

thoroughly modernised, the state-owned

Maritsa Iztok-2 has been at the centre of

an ecological debate given it is the largest

coal-�red power plant in the Balkans.

Maritsa Iztok-2 might face further issues

related to emissions spending and a

possible shutdown if not modernised.

Bulgaria comfortably met its early

renewables targets and has introduced

reforms to accelerate solar and wind

developments, but these technologies still

only make up a small fraction of total

generation. It is yet to be seen whether

foreign investors will be attracted to its

upcoming renewables projects.

Power struggle

DATA ANALYSIS: Uncertainty around conventional energy sources in Bulgaria could open the door for renewables. By Lyudmila Zlateva & Daniela Todorova.

38%

5%29%

21%

6%1%

Coal-fired

Gas-fired

Hydro (incl. small hydro)

Nuclear

Onshore wind

PV solar

Installed capacity by sub-sector

Source: IJGlobal

83ijglobal.com Spring 2019

GERMAN OFFSHORE WIND

In February, a consortium of Commerz

Real, Ingka Group, KGAL Group and

wpd invest reached �nancial close on the

acquisition of a majority stake in Veja

Mate, an operational 402MW offshore

wind farm in the German North Sea.

The deal, which saw two existing

shareholders exit the asset, had a value

of €2.3 billion ($2.6 billion) and featured

both equity and holding company debt.

The assetThe sellers – a Highland Group-led

consortium – acquired Veja Mate from

Bard, the project’s original sponsor, in

September 2014 for €1.3 billion.

The consortium of Highland Group,

Copenhagen Infrastructure Partners II (CIP

II) and Siemens Financial Services brought

the offshore wind farm to �nancial close

for a total value of €1.9 billion on 29 June

2015, shortly before the deadline to qualify

for a grid connection.

SMBC was bookrunner on a €1.27

billion debt syndication that closed in

September 2015. The debt had a 12.5-

year tenor post-construction with pricing

starting at 200bp above Euribor, stepping

up to 225bp.

Commissioned in May 2017, Veja

Mate consists of 67x 6MW Siemens

SWT-6.0-154 turbines and bene�ts from

an eight-year FiT of €194 per MWh. An

additional 4.7-year FiT of €154 per MWh

is also in place.

The sponsors restructured the senior

debt facilities in July 2018. Terms of the

re� were not disclosed, but a source close

to the deal said that the existing 67:33

debt-to-equity ratio remained in place.

The dealCommerz Real, Ingka Group, KGAL

Group and wpd invest collectively

paid roughly €600 million for an 80%

shareholding. Commerz Real, Ingka

Group and wpd invest paid around

€200 million for their respective stakes,

while KGAL Group – via the Enhanced

Sustainable Power Fund 4 – paid

signi�cantly less for its single-digit

shareholding.

The buyers assumed the debt-

package that was raised for the 2018

re�nancing.

The transaction saw Highland

Group and CIP II divest their stakes,

while Siemens Financial Services stayed on

with a reduced stake, resulting in a new

shareholding structure of: Commerz Real

(27%); Ingka Group (25%); wpd invest

(21%); Siemens Financial Services (20%);

and KGAL Group (7%).

DebtThe acquisition of the 80% shareholding

had a debt-to-equity ratio of around 60:40.

A total of 18 lenders provided debt,

on different terms. The lenders comprised

Astorg Infrastructure 1, Banco Santander,

BayernLB, CaixaBank, Commerzbank,

EKF, Helaba, KfW, KfW IPEX-Bank,

Natixis, NRW Bank, Rivage Euro Dette

Infrastructure 1, SCOR Infrastructure

Loans II, Shinsei Bank, SMBC, Société

Générale, Sumitomo Mitsui Trust Bank

and Zencap Infra Debt 2.

Advisers working on the deal

included: Amsterdam Capital Partners as

exclusive �nancial advisers to the buyers;

Watson Farley & Williams as legal advisers

to the buyers; Green Giraffe and FIH

Partners as exclusive �nancial advisers

to the existing owners; and CMS as legal

adviser to the sellers.

TechnicalVeja Mate exports power to the

transmission grid via the BorWin2

converter station to the onshore Diele

substation near Weener, having been

connected to the platform in mid-

December 2016.

A 50:50 partnership between

Boskalis and Volker Wessles was awarded

the €500 million contract for the design,

procurement, fabrication, supply,

transportation, installation and testing of

the foundations in June 2015.

Smulders was contracted to provide

design, production, transportation and

installation of a topside and jacket,

while Sormec was contracted to supply

a M350/3S telescopic boom crane in

October 2015.

EMS Maritime Offshore was

awarded the contract to guard the

offshore wind farm with its �eet of guard

vessels. SMC was contracted to deliver

full-scope marine coordination and vessel

management on the project.

Acquisition of Veja Mate

DEAL ANALYSIS: A consortium of four investors drew on 18 lenders to acquire a majority stake in one of Germany’s largest offshore wind farms. By Elliot Hayes.

11 September 2014

Highland Group’s consortium acquires project from Bard

31 May 2017

Wind farm commissioned

13 February 2019

Financial close on acquisition of 80% stake

Timeline

29 June 2015

Financial close

6 July 2018

Refinancing closes

84ijglobal.com Spring 2019

GERMAN POWER

A German government-appointed

commission announced on 26 January

that the country should shut down all of

its coal-�red power plants by 2030 at the

latest. The German government and 16

regional states must now implement the

roadmap proposals.

The decision follows Germany

admitting that it was on track to fail its

2020 emissions targets, and the plans put

forward by the commission are at the

center of Germany’s strategy to shift to

renewables. Berlin is looking to reduce

carbon dioxide emissions from the energy

sector by over 60% by 2030, compared to

1990 levels.

Under the proposed multi-billion

plan, Germany’s coal-�red capacity

would be reduced to 30GW by the

end of 2022 and then 17GW by the

end of 2030, as shown by IJGlobal

data. Currently, coal-�red power plants

account for some 42GW of the country›s

installed capacity.

Nuclear reactionIn addition to shutting down coal-�red,

Germany remains committed to its pledge

to phase out its nuclear power programme

by 2022.

IJGlobal data shows that nuclear

power plant operators in Germany

(including RWE, E.ON, EnBW and

Vattenfall) will have to shut down around

10GW of nuclear power distributed across

seven facilities by the 2022 deadline. E.ON

is due to take the hardest hit, followed by

EnBW, RWE and Vattenfall.

Among the nuclear plants slated

for decommissioning are: 1,410MW

Brokdorf; 1,288MW Gundremmingen C;

1,360MW Grohnde; 1,336MW Emsland;

1,392MW Philippsburg; 1,485MW Isar 2;

and 1,320MW Neckarwestheim

Powering onThis shift away from nuclear – and now

also coal-�red power generation – has

sent ripples through the German energy

sector, pushing E.ON and RWE to

separate its renewable energy businesses

from their coal and nuclear operations

due to anticipated dwindling margins. The

German powerhouses unveiled in March

2018 a complex assets exchange deal

which will see E.ON merge its renewables

operations with RWE subsidiary Innogy

– with the combined business to be

subsumed into RWE, greatly boosting its

renewable energy offering.

E.ON in turn gains Innogy’s

regulated energy networks and customer

operations. The merger, which has a total

value of €43 billion ($56.6 billion), is

expected to close no earlier than mid-2019.

Sweden’s Vattenfall, meanwhile, had

as early as 2016 completely divested its

German brown coal portfolio of assets to

Polish energy group EPH.

While Germany decision to exit

coal comes as no surprise, the phase-out

policy means that even the most modern,

newly-build coal-�red power plants – such

as Uniper’s €1.5 million ($1.7 million),

1.1GW power plant in Datteln – risk not

to be connected to the grid.

However, despite the political will

to cut coal from the national energy

mix, it represents a signi�cant portion of

Germany’s power generation capacity.

Data compiled by IJGlobal shows that

coal-�red power plants account for nearly

46GW of installed capacity, only behind

onshore wind and solar.

Walking on cooling coals

DATA ANALYSIS: The move to cut coal from the national energy mix has sent ripples through Germany’s energy sector. By Lyudmila Zlateva & Sophia Radeva.

0

10,000

20,000

30,000

40,000

50,000

60,000

Operational 2022 2030 2038

Cap

acity

(M

W)

Coal-fired(decomissioned)

Nuclear(decomissioned)

Coal-fired

Nuclear

Nuclear and coal-fired to be decomissioned

Source: IJGlobal

4,067.88MW

2,712MW

2,203MW

282MW 227.12 MW

E.ON EnBW RWEVattenfall Stadtwerke Bielefeld

Nuclear power owners by capacity

Source: IJGlobal

Middle East& Africa

You queue and wait – Kuwait PPP

DEWA solar IV, UAE

INS

IDE

Source: IJGlobal, from 1 January 2019 to 31 March 2019

Tanajib Co-Generation Power Plant

DEWA V solar PV

Rabigh Solar PV Plant

New Mansoura Desalination Plant

Noor Midelt CSP-PV Plant Stage I

Etihad Railway Network Stage II

ADNOC Oil Pipelines

6 October Dry PortUAE

12 projects

SaudiArabia

12 projects

Others10 projects

Oman5 projects

Israel4 projects

Jordan4 projects

Tunisia13 projects

Egypt4 projects

United Arab Emirates $10.86 billion

Saudi Arabia $700 million

Egypt $400 million

Bahrain $238 million

Tunisia $196 million

Israel $97 million

Algeria $24 million

Pipeline & procurement deals Projects with recent tender updates

Transactions that reached financial close

64DEALS

Closed deals by country

Mining: $6.73 billion

Renewables: $4.36 billion

Water: $1.02 billion

Oil & Gas: $400 million

Closed deal values by sector

31 JanDEWA IV CSP

01 FebEmirates Global Aluminium Refinancing

28 FebAcquisition of a 30% Stake in IDE Technologies

18 MarAcquisition of a 30% Stake in Rabigh IWSPP

04 MarRabigh 3 IWP

29 JanAcquisition of 51% of Tenes Desal

85ijglobal.com Spring 2019

KUWAIT PPP

86ijglobal.com Spring 2019

Kuwait recently announced the

restructuring of its Kuwait Authority for

Partnership Projects (KAPP), which has

failed to deliver on a long list of proposed

PPPs in the country. Only one project

has reached �nancial close in Kuwait

using the PPP model – the 1,500MW Az

Zour North gas-�red power plant – and

that project was actually procured under

KAPP’s predecessor agency Partnerships

Technical Bureau (PTB).

The government’s changes in the

PPP law aim to remove administrative

barriers that have delayed planned

projects. Ever since PTB was launched in

2008 the government’s PPP plans have

been, and remain, extensive.

The Kuwait government aims to

add another 4.5GW of power capacity

via the PPP model by procuring the

previously cancelled Al Khairan and Az

Zour North 2 IWPPs.

With the PPP programme stalled,

the government is pushing forward other

infrastructure plans that dwarf the pipeline

KAPP has been responsible for.

The Kuwait National Development

Plan highlights infrastructure development,

sustainable diversi�ed economy and high

quality healthcare as strategic priority

areas. The government has set targets

to increase university campus capacity

by 40,000 places, to improve public

healthcare service quality by adding 8,000

beds, and to increase power produced

from renewable energy to 15% of overall

capacity by 2035.

As IJGlobal data illustrates, the

lion’s share of government spending is

focused on improving the university

facilities and the public healthcare

system capacity and service quality.

These projects, which are being publicly

funded, include expansions of operating

facilities and the development of new ones.

The government plans to complete all

healthcare facility projects by 2023.

The biggest healthcare projects in

terms of value are the Al-Sabah Hospital

Expansion and the Kuwait Children’s

Hospital. As IJGlobal data suggests,

the �ve biggest hospital expansions will

lead to a capacity increase of more than

4,000 beds.

The majority of these non-PPP

infrastructure projects under the New

Kuwait programme are under construction

and expected to reach operational stage

within �ve years.

The biggest upcoming project

not yet in construction is the Al

Shegaya energy complex, which is being

commissioned by the Kuwait Petroleum

Corporation. Its three phases are expected

to generate up to 2,700MW from

renewable sources – such as PV solar,

concentrated solar power (CSP) and wind

– by 2022.

Kuwait’s failure to procure PPPs has

never been due to a lack of ambition, and

many of the projects in its PPP pipeline

are essential to its wider economic goal of

diversifying beyond a dependence on oil

revenues. Instead an inability to streamline

procurement and approval processes, and

ultimately make projects bankable, have

held back its infrastructure programme.

Private developers and lenders will

hope the latest reinvention of KAPP will

start to address those issues.

You queue and wait

DATA ANALYSIS: Kuwait has once again restructured its PPP agency to match its infrastructure ambitions. By Miroslav Hadzhiyski.

0

1

2

3

4

5

6

7

8

9

10

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2019 2020 2021 2022 2023

Pro

ject

cou

nt

Cap

acity

(be

ds)

Target operational start date

Project capacity Project count

Cumulative capacity of upcoming healthcare facilities

Source: IJGlobal

$582m

$9,080m

$7,526m

Renewables Education Healthcare

Kuwait National Development Plan infrastructure projects by sector

Source: IJGlobal

UAE SOLAR

87ijglobal.com Spring 2019

Initially a 200MW project, the fourth

phase of the Mohammed bin Rashid Al

Maktoum (MBR) solar park in Dubai

comprised a 700MW concentrated solar

power (CSP) unit and a 250MW solar PV

component by the time an ACWA Power-

led consortium brought the project to

�nancial close on 31 January (2019).

Phase one to fourDubai’s Electricity and Water Authority

(DEWA) has incrementally increased the

total generating capacity of the MBR

solar park. The solar park’s �rst phase

was a 13MW pilot solar PV which

began operations in 2013. A 200MW

second phase followed in March 2017,

and the 800MW third phase is due to be

commissioned in 2020.

DEWA launched an advisory

tender for a 200MW CSP project on 31

May 2016, selecting a team of KPMG

(�nancial), Ashurst (legal) and Mott

MacDonald (technical) on 25 August.

An EOI was issued on 5 October

2016, which attracted 30 responses within

three weeks. The procurer eventually pre-

quali�ed �ve consortia, issuing the RFP on

19 January 2017.

ACWA Power, with Shanghai

Electric as EPC contractor, submitted

the lowest bid at $0.0945 per kWh,

while runners-up Masdar and EDF, with

Abangoa as EPC contractor, submitted a

bid of $0.1058 per kWh.

ACWA Power also submitted an

alternative tariff of $0.073 per kWh for an

expanded 700MW project.

DEWA accepted this alternative bid

on 18 September 2017, signing a BOO

contract and a 35-year PPA with the

Saudi developer.

The project would have reached

�nancial close in 2018, but then ACWA

Power offered to add an additional

250MW of solar PV at a tariff of just

$0.024 per kWh.

FinancingThe 950MW DEWA IV had a total project

cost of Dh16 billion ($4.4 billion) at

�nancial close. Equity requirements are

said to be roughly $1.5 billion, resulting in

a debt-to-equity ratio of around 66:34.

Shareholders of the project’s SPV,

Noor Energy 1, are: DEWA (51%);

ACWA Power (24.99%); and Silk Road

Fund (24.01%).

Only the two private sector

sponsors are making equity investments,

of around $750 million each. Silk Road

Fund became a shareholder in July 2018.

Meanwhile, the roughly $3 billion

debt package consists of two tranches. A

$2.19 billion debt facility will be provided

by a group of Chinese banks comprising

mandated lead arranger ICBC along with

Agricultural Bank of China, Bank of China,

China Minsheng Bank and Silk Road Fund.

The remaining $828 million of debt

will be provided by international lenders

including Natixis, Standard Chartered and

Union National Bank.

The debt package is structured as

a 27-year soft mini-perm with pricing

starting at 200bp above Libor, before

rising sharply to 330bp after nine years to

incentivise a re�nancing.

Silk Road Fund has said it considers

the project a part of China’s Belt & Road

Initiative. China’s Shanghai Electric is the

EPC contractor, while ACWA Power’s

100% owned subsidiary NOMAC will

undertake the O&M contract.

Hybrid powerDEWA IV’s CSP and PV units will

complement each other; the CSP component

can store energy for use at night over 15

hours, while the PV can cover the rest of the

24-hour period. The PV only represents 5%

of the revenue on the project, but enables

daytime power generation.

The CSP will include a solar tower

with an installed power capacity of just

under 100MW, which at 260 metres

high is due to be the world’s tallest

when completed.

Construction on DEWA IV’s tower

began on 21 December 2018. The CSP

component will also consist of three

parabolic troughs of 200MW each which

will cover an area of 43km2.

DEWA IV will be commissioned in

stages, starting in Q4 2020.

AdvisoryDEWA was advised on the deal by KPMG,

Ashurst and Mott MacDonald. Covington

was legal adviser to ACWA Power, while

Allen & Overy advised the lenders.

DEWA solar IV, UAE

DEAL ANALYSIS: An ambitious sponsor, a long PPA and Chinese backing saw MBR’s fourth phase grow… and grow. By James Hebert.

5 October 2016

EOI issued

18 September 2018

ACWA Power awarded 700MW

31 January 2019

Financial close on 950MW

Timeline

19 Janaury 2017

Five pre-qualified for 200MW

21 December 2018

CSP tower construction begins

North America

17 JanRanchero Wind Farm

31 JanAcquisition of Emera’s New England CCGT Portfolio

25 FebAcquisition of Meritage Midstream

12 MarBearKat II Wind Farm

28 MarAcquisition of a Stake in EPIC Crude Oil Pipeline

28 FebAcquisition of Noble’s Wind Portfolio

INS

IDE

Source: IJGlobal, from 1 January 2019 to 31 March 2019

C4GT Gas-Fired Power Plant

Dallas-Houston HSR

Cedar Springs Wind Farm

Illinois State University Student Housing

Guernsey Power Station

Jackson Generation CCGT Power Plant

KCI Airport Terminal Modernization

Orleans Health Hub PPP

Funding US wells, not walls

Tłcho All-Season Road, Canada

Canada27 projects

Puerto Rico1 project

Bahamas1 project

US127 projects

United States $46.33 billion 82

Canada $2.30 billion 10

Pipeline & procurement deals Projects with recent tender updates

Transactions that reached financial close

156DEALS

Closed deals by country

Oil & Gas: $27.35 billion

Power: $13.27 billion

Renewables: $5.33 billion

Transport: $312 million

Water: $225 million

Mining: $7 million

Closed deal values by sector

89ijglobal.com Spring 2019

NORTH AMERICAN OIL & GAS

90ijglobal.com Spring 2019

The �rst couple of months of 2019 saw

substantial deals for the oil and gas

industry in North America.

Permian Basin water management

services platform Water�eld Midstream

was formed in February by Blackstone

Energy Partners-managed funds. The

New York-based fund manager also

agreed to acquire a controlling stake in

US midstream energy company Tallgrass

through its $7 billion Blackstone

Infrastructure Partners fund in a deal

worth roughly $3.3 billion.

Although marketed as an open-

ended fund with a multi-sector strategy,

Blackstone’s fund held its �rst close at

$5 billion in July 2018 and had raised

$7 billion by February (2019), most of

which was deployed through its latest oil

and gas acquisition. Blackstone’s recent

activity conforms to the general trend on

the continent – the oil and gas sector is

increasingly important for fund managers.

As demonstrated by IJInvestor data,

North America-focused funds that target

multiple sectors – including oil and gas –

raised signi�cantly more capital over 2018

($18.8 billion) compared to the previous

two years combined ($16.9 billion).

Unlisted infrastructure funds focused

exclusively on oil and gas assets in North

America, on the other hand, raised $7.2

billion at �nal close in 2018. The number

is a bit lower compared to the previous

year ($8.1 billion), but fundraising

remains stable considering the $7.7 billion

raised in 2016.

North America-focused vehicles

targeting various energy sectors including

oil and gas, which have not reached �nal

close yet, aim at collecting more than

3x the amount raised by similar funds

in 2018. The relatively large �gure is

due to the aforementioned Blackstone

Infrastructure Partners fund that has a

target size of $40 billion.

IJInvestor data suggests sustainable

growth in capital raising by oil and

gas-speci�c funds in North America, as

target value of such schemes is close to the

capital raised at �nal close during the last

three years.

EnCap Investments and Stonepeak

Infrastructure Partners are the top two oil

and gas-focused players in North America

by amount raised at �nal close. Stonepeak

committed $1 billion in equity to Dallas-

based Discovery Midstream Holdings II in

January this year (2019). The deal follows

the acquisition of Discovery Midstream

by Oklahoma-based midstream company

Williams Partners and KKR’s Global

Infrastructure Investors III in the summer

of 2018.

Excluding Omnes, which is

headquartered in France, nine of the top

10 managers of oil and gas-focused funds

are domiciled in the US. This is in line with

IJInvestor data that indicates that fund

managers have a clear preference for the

US when it comes to establishing oil and

gas funds.

Funding US wells, not walls

DATA ANALYSIS: The year started strong for the North American oil and gas sector. By Aleksandar Arsov.

3,152

3,250

3,550

4,300

4,450

5,325

5,575

5,575

10,700

13,500

Apollo Global Management

EnCap Flatrock Midstream

Kayne Anderson Capital Advisors

Carlyle Group

Quantum Energy Partners

NGP Energy Capital Management

Arclight Capital Partners

Omnes Capital

Stonepeak Infrastructure Partners

EnCap Investments

Top 10 fund managers by final size ($m)

Source: IJGlobal

12,0

40

11,1

97

5,72

8

18,8

31

66,7

48

19,7

87

7,68

5

8,05

0

7,16

8

7,40

0

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

2015 2016 2017 2018 Target value

$m

Multiple sectors (incl. oil & gas) Oil & gas

Final close (2015-18) and target size of North America-focused O&G funds

Source: IJGlobal

CANADIAN ROADS

91ijglobal.com Spring 2019

The Tłıcho All-Season Road (TASR) P3

project reached �nancial close earlier this

year. Despite being procured as a P3 with

the typical DBFOM model, there are no

banks involved, the private developers are

providing a small percentage of the equity

and a large chunk of the �nancing is being

provided by the government.

The new all-season road project

is part of the government of Northwest

Territories (GNWT) department of

transport’s efforts to make strategic

investments in the region’s transport system.

The 97km highway going from

kilometer 196 of Highway 3 to the

community of Whatì will have a 25-year

concession (excluding construction). By

replacing the southern section of the

existing winter road serving the region, the

TASR will not only provide year-round

access to Whatì but will also increase the

window of access to the communities of

Gamètì and Wekweètì.

The project also includes four major

water crossings to be developed on the

97km route with three bridges and one

major culvert.

The road will also provide access

to new areas of undeveloped mineral

resources, opening the door for industry to

unlock the region’s full economic potential.

ProcurementIn March 2017, GNWT announced

it had mandated insurance adviser

INTECH Risk Management for the

project. It was also made public that EY

and Torys were on board as �nancial and

legal advisers, respectively.

An RFQ was then issued in the

same month with a project information

session held, and bids were submitted in

May with �ve teams understood to have

responded to the RFQ.

At that time, it was understood

that the Northwest Territories’ provincial

government-owned Tłıcho Investment

Corporation would be supporting more than

one team in their proposals – something that

was con�rmed at �nancial close.

In September, the �nal shortlist was

announced to proceed to the RFP stage.

They were:

Aurora Access Partners comprising Alberta

Highway Services, BBGI CanHold, Colas

Canada, COWI North America, EGT

Northwind, Graham Capital Partners and

Graham Infrastructure, Nuna Logistics,

NWT Construction, and Tetra Tech Canada.

NAE Transportation Partners bringing

together Eiffage, Innovative Civil

Constructors, LaPrairie Works, North

American Construction Group, and

Stantec Consulting.

North Star Infrastructure consisting

of Hatch Corporation, Kiewit Canada

Development, Peter Kiewit Cons, and

Thurber Engineering.

The RFP was issued in December,

with technical submissions submitted in

September the following year (2018) and

�nancial submissions submitted shortly after.

The North Star Infrastructure (NSI)

consortium was selected as preferred

bidder in November 2018 with �nancial

close taking place just three months later

(February 2019).

Unique to the project is the

involvement of local companies and

First Nations. The winning consortium

is contractually obligated to procure a

signi�cant percentage of project resources

and labour from First Nations and/or

local Northwest Territories businesses

while also providing training over the

contract period.

FinancingThe total value of the contract with NSI

is C$411.8 million ($311.2 million) to

build and maintain the road over 28 years

(2-3 years for construction) and is split

as follows: 75% funding to be provided

by GNWT; 25% funding provided

by the Canadian government through

Infrastructure Canada; and 20% equity

ownership in NSI by the Tłıcho government

(C$16 million from the government).

Total construction cost is C$213.8

million, comprising C$184.1 million pre-

development and construction and $29.7

million GNWT costs.

After the road goes into service in

2022, the GNWT will pay the NSI team

C$10.4 million per year over the 25-year

term. Part of this payment is indexed at an

assumed 2% per year (linked to actual CPI

over the period).

Construction is expected to start

later this year with substantial completion

slated for late 2021.

Tłıcho All-Season Road, Canada

DEAL ANALYSIS: This P3 undertaking uniquely features the involvement of Northwest Territories local companies and First Nations. By Ila Patel.

20 March 2017

RFQ issued

5 December 2017

RFP issued

13 February 2019

Financial close

Timeline

13 September 2017

Three teams shortlisted

13 November 2018

PB announced

07 FebRutas del Pacifico

11 FebTropicalia Transmission Line

01 MarAcquisition of Colombian Wind Portfolio

22 MarPuerta de Hierro-Palmar de Varela Road

19 MarEl Llano Solar PV Plant

31 JanGranja Solar PV Plant

INS

IDE

Source: IJGlobal, from 1 January 2019 to 31 March 2019

Norte-Sul Railroad Estrada de Ferro 151

Mexicali-Hermosillo Transmission Line

Peru’s Broadband Network Portfolio Part I & II

Puerto Maldonado Wastewater Treatment Plant

Santana-Mocoa-Neiva 4G Toll Road

Vale Azul II Gas-Fired Power Plant

Maya Rail

Ituango Hydropower Plant

Peru gets connected

Autopista al Mar 1, ColombiaLatin America

Mexico10 projects

Chile22 projects

Peru8 projects

Others6 projectsArgentina

7 projects Brazil25 projects

Colombia11 projects

Chile $3.45 billion 7

Colombia $1.48 billion 3

Mexico $1.400 billion 3

El Salvador $800 million 1

Brazil $527 million 7

Argentina $324 million 2

Uruguay $83 million 1

Panama $50 million 1

Pipeline & procurement deals Projects with recent tender updates

Mining: $2.60 billion

Power: $1.58 billion

Transport: $1.39 billion

Renewables: $1.05 billion

Oil & Gas: $50 million

Closed deal values by sector

89DEALS

Closed deals by country

Transactions that reached financial close

93ijglobal.com Spring 2019

PERUVIAN TELECOMS

94ijglobal.com Spring 2019

Telecoms projects are on the rise across

Latin America, including Peru, where

ProInversión recently awarded six

broadband network PPP projects for a

total investment of $358 million.

The country introduced the

ambitious National Fibre Optical

Backbone Network (RDNFO) PPP

programme as a way to incentivize

operators to invest in extending their

networks into low-density areas and

challenging terrain, bringing down

high-speed internet prices and reaching

more users.

Peru’s investment fund in

telecommunications (FITEL), an entity

of the transport and communications

ministry with the goal of promoting

universal access to essential telecoms, will

help �nance the recently awarded projects.

FITEL will provide non-reimbursable

�nancing of up to $632 million.

Gaining momentumIJGlobal data shows that the number of

Peruvian broadband projects has been on

the rise since 2016.

Peru has a total of 21 regional

projects in different stages of development.

Expectations are that the expansion

of the broadband network will largely

improve services provided by state-owned

institutions on a national level in areas

that require greater social action – as is the

case in rural and remote locations.

Palpable results are expected post

2020, as IJGlobal data shows that some

in-development broadband networks are

scheduled to be completed in H1 2020.

These latest broadband tenders,

which represent an impressive pipeline of

nearly 10,000km �bre optic across some

2,300 localities, have attracted a mix of

regional and international players. Hong

Kong’s Yangtze Optical Fibre and Cable

Company teamed up with local Yachay

Telecomunicaciones to win the Áncash,

La Libertad, Arequipa and San Martín

bundle. Peruvian DHMONT, Telkom and

Bantel, meanwhile, snatched the Huánuco

and Pasco projects.

LatAm telecomsMeanwhile, Brazil is the largest single

market in the region and a benchmark

yet to be reached by Peru. The Brazilian

market boasted 28.7 million broadband

subscribers at end of 2017, with �bre optic

networks being mostly developed in the

south and central parts of the country.

The country has long been a

preferred landing point for undersea

internet cables. Stand-out projects

include the Santos-Fortaleza-Boca Raton

�bre optic broadband and the Seabras

1 Submarine �bre optic broadband –

linking New York and Sao Paulo, with an

additional landing point in Fortaleza.

Get connected

DATA ANALYSIS: Peru has turned to project �nancing to build out its �bre optic network. By Lyudmila Zlateva, Katerina Ilieva & Juliana Ennes.

21

1

3

5

Operational Construction Construction in 2014

Construction in 2017 Construction in 2018

Brazilian mobile and internet projects

Source: IJGlobal

0 2 4 6 8 10 12 14

Operational

Development

Pre-development

Projects count

Peruvian broadband projects by development stage (2016-19)

Source: IJGlobal

COLOMBIAN ROADS

95ijglobal.com Spring 2019

Colombia’s Autopista al Mar 1 project

– the largest of the 4G road programme

– reached �nancial close in last month

(March), making it the second project to

close since president Iván Duque took

power in 2018.

This has signi�cantly boosted

market con�dence that other projects in

the programme will close over the course

of 2019.

The 176km Autopista al Mar 1

will connect the city of Medellín to the

main highways in the country, including

4G road project Autopista al Mar 2 and

Conexión Pací�co 2.

The build, operate and maintain

project will improve mobility between

Medellín and other important commercial

centres, such as the Caribbean Coast

(Urabá Antioqueño) and the Paci�c

Coast (Buenaventura), with construction

including links to 12 cities plus the

metropolitan region around Medellín.

The winning concessionaire,

Desarrollo Vial al Mar (Devimar), will also:

• improve and operate the 71km existing

road between Santa Fe de Antioquia

and Bolombolo

• build and operate a second carriageway

on the 43km stretch between Medellín

and Santa Fe de Antioquia

• build one tunnel and 39 bridges.

Colombia’s national infrastructure

agency (ANI) estimates that around 2.27

million people in Antioquia will bene�t

from the project with other transactions to

reach �nancial close within the next months

– good news for market participants who

have seen the 4G programme move at a

sluggish pace since 2017.

Already under construction, the

project completed 30% of expected works

in March 2019.

The concessionaireThe Devimar team include both local

and international experience, something

that was considered critical in the

�nancing process.

The team consists of Strabag

(37.5%), Sacyr (37.5%) and Concay

(25%).

Jesús Rodríguez Robles, general

manager of Devimar, said: “To Devimar,

reaching this �nancial close means a very

important milestone. The strength of the

Autopista al Mar 1 project is re�ected in

the vote of con�dence from international

and national banks. We are very satis�ed

because with these works we are going

to bring development and well-being to

Antioquia and Colombia.”

The financingAutopista al Mar 1 closed with �nancing

totalling Ps2.23 trillion ($717.1 million).

Unusually, the project was �nanced

using dual-currency, with loans both in

Colombian pesos and US dollars.

The 15-year tenor loan included six

different tranches:

• one US dollar-denominated tranche

totalling $220 million

• four peso-denominated tranches

amounting to Ps1.34 trillion

• one URV-denominated tranche of

around Ps190 billion

“The �nancing of al Mar 1 had

some of the most interesting and novel

features ever seen in the 4G market.

It was very challenging and also very

rewarding to be a part of such a fantastic

transaction,” said Clifford Chance senior

associate Alberto Haito.

Colombian development bank

Financiera de Desarollo Nacional

(FDN) played a fundamental role in

leading the �nancing, acting as the major

lender and providing local currency to

foreign institutions.

“We still see a relevant role for

development banks in �nancing the 4G.

Despite the presence of international

institutions in al Mar 1, this shows that the

market is not completely ready for all risks

associated with the 4G programme,” an

investor close to the project told IJGlobal.

Another source close to the

deal commented that having a pool of

institutions familiar with the Colombian

market helped this deal reach �nancial close.

For Autopista al Mar 1, FDN

provided senior debt totalling $178

million. Additionally, the institution

provided credit for multilaterals,

international banks and funds in pesos

through its local currency fund – Fondeo

en Pesos – essential to get the deal across

the �nishing line.

Lenders on deal were:

• US dollar tranche – SMBC, KfW IPEX-

Autopista al Mar 1, Colombia

DEAL ANALYSIS: The largest of the 4G road projects �nally reaches �nancial close, setting a new benchmark for Colombian deals. By Juliana Ennes.

February 2014

ANI announces shortlist

September 2015

Construction contract signs

21 March 2019

Financial close

Timeline

30 June 2015

Devimar named preferred bidder

November 2017

Devimar launches financing

COLOMBIAN ROADS

96ijglobal.com Spring 2019

Bank, Société Generale

• peso tranches – IIC, IDB (with IIC as

agent acting on its behalf), FDN, ICO,

CAF

• URV tranche – BlackRock

BlackRock participated in the

�nancing through its debt fund Fond de

Capital Privado Deuda Infraestructura

Colombia, under the structure of

BlackRock Infrastructure Management I.

Devimar launched the �nancing for

the road in November 2017. IJGlobal

reported at the time that SMBC was

�nancial adviser to the sponsors.

Legal advisers on the �nancing

included: Clifford Chance, to the lenders

(international); Binder Grösswang

Rechtsanwälte, to the lenders (Austrian);

Philippi Prietocarrizosa Ferrero DU &

Uría, to BlackRock; Brigard Urrutia, to

the lenders (local); Paul Hastings, to the

obligors and sponsors (international);

Katten Muchin Rosenman UK, to the

obligors regarding the hedges; and

Godoy & Hoyos, to the sponsors (local).

ConclusionThe use of dual-currency �nancing,

facilitated by FDN set the benchmark for

what can be achieved in Colombia.

This road project will also likely

open doors for other international players

who have long watched the market with

interest from afar but been hesitant

because of various risks associated with

�nancing in local currency.

Key to ensuring deals stay on track

will be the involvement of developments

banks. Having international sponsors also

helped attract the likes of Société Générale

and KfW IPEX-Bank, new entrants to

Colombia’s 4G road programme.

The next projects expected to reach

�nancial close include:

• Puerta de Hierro

• Rumichaca-Pasto

• Vias del Nus

• Mar 2

• Pamplona-Cucuta

Clifford Chance’s senior associate

Alberto Haito told IJGlobal that he

believes the 4G programme will get more

active in 2019: “This year looks promising

for some of the 4G projects going to

international markets. We believe that

in the short term we should see a couple

more projects closing.”

Finally, the road programme seems

to be starting to gain momentum.

“To Devimar, reaching this �nancial

close means a very important milestone. The strength of the Autopista al Mar 1

project is re�ected in the vote of con�dence

from international and national banks”

Asia Pacific Pipeline & procurement deals

INS

IDE

Source: IJGlobal, from 1 January 2019 to 31 March 2019

Countries with highest closed deal values

Australia22 projects

Bangladesh10 projects

India23 projects

Myanmar22 projects

Others50 projects

Pakistan9 projects

Japan7 projects

Philippines9 projects

Acquisition of Glow Energy

NSW Regional Rail, Australia

Projects with recent tender updates

Van Phong 1 Coal-Fired Power Plant

West Bengal Turga Hydro Power Plant

Yangon Inner Ring Expressway

Talimarjan CCGT Phase II

Melbourne’s North & South Arterial Roads

Mandalay-Muse Rail

Khavda PV Solar Park

Java 9 & 10 Coal-Fired Power Plants

22 JanFiji Hospital Portfolio Refurbishment

Transactions that reached financial close

152DEALS

India $3.89 billion 9Philippines $3.38 billion 4Japan $2.75 billion 11Australia $963 million 9South Korea $808 million 2Indonesia $775 million 1New Zealand $300 million 1Sri Lanka $270 million 1Laos $189 million 1Fiji Islands $162 million 1Malaysia $90 million 1Taiwan, Hong Kong $28 million 1Mongolia $19 million 1

Transport: $6.91 billion

Power: $5.09 billion

Renewables: $1.02 billion

Social & Defence: $308 million

Closed deal values by sector

27 FebYokosuka Coal-Fired Power Plant

11 MarColombo LRT

11 FebMindanao Roads Upgrade

14 MarNam Ngum 2 Hydropower Bond Facility

14 MarAusa-Chakur-Loha-Waranga Road Expansion

C82 M44 Y22 K6

97ijglobal.com Spring 2019

THAILAND POWER M&A

98ijglobal.com Spring 2019

Global Power Synergy (GPSC) late last

month submitted a tender offer for the

remaining shares of Glow Energy, one of

Thailand’s largest IPPs, having completed

an SPA with Engie to acquire its 69.11%

stake in the company.

“It is the �rst time in Thailand’s

M&A history,” said an adviser, “where an

anti-trust regulator blocked a transaction

on the ground of non-competitive effect.”

TransactionThe Bt137.23 billion ($4.332 billion) all-

in transaction involved three components:

GPSC’s Bt93 billion deal with Engie;

GPSC’s Bt40.926 billion tender offer for

the remaining shares; and Glow’s Bt3.3

billion sale of its main plant to B Grimm

to meet a regulatory remedial requirement

Engie announced the SPA with GPSC

for the sale of its interest in Glow in June

2018. The offer price was Bt96.50 for each

of the 1,010,976,033 shares, translating to

a Bt97.559 billion transaction.

The �nal SPA reduced the price to

Bt91.9906 per share, meaning the �nal

deal was Bt93 billion due to the removal

of a key asset.

GPSC’s tender offer for the

remaining 451,889,002 shares of Glow

(30.89%) had an initial price equal to

that in the SPA. However, the Glow board

approved 18 March a remaining Bt1.177

per share dividend to shareholders.

The net tender offer price was Bt90.57

per share, meaning the offer totalled

Bt40.926 billion.

Some three months after the

parties agreed on the original SPA, Korn

Chatikavanij, a former �nance minister,

asked Prime Minister Prayuth Chan-ocha to

request that the ERC review the transaction.

The regulatory watchdog surprised the

parties when it subsequently blocked the

deal in October 2018.

Post-transaction GPSC would

control 80% of Map Ta Phut Industrial

Estate’s PPPAs, with PEA handling a �fth.

ERC insisted the deal would give GPSC

effective monopoly control of Map Ta

Phut’s PPPAs.

“GPSC, Engie, and the advisers

worked together to identify the assets

located in the overlapping area to propose

to the regulator,” said the adviser when

asked whose team �rst broached the

sale of SPP1 – Glow’s main power plant

in the industrial estate. The transaction

was back on track when ERC ruled in

late December the parties could solve the

problem by selling the cogeneration plant.

A competitive bidding process

quickly launched in January (2019),

culminating in the 22 February

announcement that B Grimm Power had

agreed to purchase SPP1 for Bt3.3 billion.

That sale closed on 13 March.

Acquisition financing GPSC’s acquisition �nance target

combines short-term capital increase

(52%) with long-term debenture issuance

(48%). The Thai company is relying on

short-term bridging loans from private

banks and its two major shareholders

PTT Global Chemical (PTTGC) (22.73%

interest in GPSC) and PTT (22.58%). PTT

holds 48.79% in PTTGC.

A part of the acquisition �nancing is

a syndicated loan understood to be slightly

under Bt100 billion from four Thai

banks: Bank of Ayudhya (Krungsri); Siam

Commercial Bank (SCB); Kiatnakin Bank;

and Krungthai Bank (KTB).

GPSC is paying for the tendered

shares from a one-year credit facility line

of no more than Bt41.5 billion from SCB

and KTB. KTB is also providing a Bt3

billion loan, out of a Bt3.5 billion credit

line agreed in May 2018.

GPSC’s major shareholders are

providing no more than Bt35 billion,

with PTTGC’s contribution capped at

Bt8 billion. Debt restructuring will entail

re�nancing from short to long-dated

debenture issue anticipated to be no more

than Bt68.5 billion.

Advisers Advisers on the transaction included: Bank

of America (Engie’s �nancial); Citi (Engie’s

�nancial); HSBC (Engie’s �nancial);

Allen & Overy (Engie’s legal); Phatra

Securities (GPSC’s �nancial adviser);

Siam Commercial Bank (GPSC’s �nancial

adviser); AvantGarde Capital (Glow

buyer’s independent �nancial); Weerawong

C&P (Glow buyer’s legal); Norton Rose

Fulbright (lenders’ legal); Chandler MHM

(B Grimm’s legal on SPP1); and Hunton &

Williams (Glow’s legal on SPP1).

Acquisition of Glow Energy

DEAL ANALYSIS: Global Power Synergy had to forgo Glow Energy’s trophy asset to �nally push through its deal with Engie. By David Doré.

20 June 2018

Engie and GPSC agree Glow Energy deal

22 February 2019

Glow Energy agrees SPA with B Grimm Power

22 March 2019

GPSC submits tender for remaining shares

Timeline

October 2018

ERC blocks the deal

13 March 2019

B Grimm Power closes on acquisition of SPP1

AUSTRALIAN RAIL

99ijglobal.com Spring 2019

The Momentum Trains consortium

achieved �nancial close on 15 February

for the Regional Rail PPP in New South

Wales, with a group of international

banks providing debt with a novel

amortisation schedule, while the NSW

government has given itself the option

to terminate or extend the O&M

concession at year 15.

The deal continues innovation for

Australian project �nance, which since

the �nancial crisis had been dominated

by mini-perms and the big four

Australian banks.

The PPP concession involves the

design, build, �nancing and maintenance

of a new �eet of 117 rail cars and a new

maintenance depot in Dubbo, in order

to replace the ageing 110-passenger car

NSW XPT, XPLORER and Endeavour

regional �eet.

Keeping its options openThe last Australian rolling stock PPP

procurement was the High Capacity

Metro Trains (HCTM) in Victoria, which

reached �nancial close in November 2016.

But while this project was a standard

35-years plus construction availability

payments DBFM concession, the RFP

issued to three shortlisted bidder consortia

for the Regional Rail PPP in December

2017 called for a different structure.

The state government has given

itself increased optionality in a key aspect.

At the end of the 15-year O&M

concession period, the grantor may end

the concession and make a large expiry

payment to the project company to

reimburse all its outstanding debt.

Alternatively, the grantor enjoys

the discretion to extend the concession

(in �ve-year increments out to 35 years) if

that offers better value than returning the

project to the market at the time.

The state has gained �exibility on

the concession term and the structure may

appear on new PPPs, sources involved say

– and not just for rolling stock.

The debt structure in this project

rose to the challenge. The senior term loan,

from an entirely international bank club,

was structured on a 35-year amortisation

curve, though with a seven-year maturity.

This serves to lower the bidder’s net

present value, albeit creditors had

some concerns around the limited debt

amortisation to get comfortable with.

As a more standard aspect of

PPPs for rolling stock, meanwhile, the

government will be able request more than

the order of 117 new carriages from the

train manufacturer.

The �rst trains should be delivered

from 2023.

David Donnelly, partner at

Allens, says: “It has become standard

in Australian rolling stock PPPs for the

state governments to seek an option

allowing them the �exibility to order more

trains. For ef�ciency the option trigger

date is usually around the end of the

manufacturing slot for the original �eet as

the manufacturer is already running the

speci�c con�guration on the line.

Typically, it is a unilateral option, so

very favourable for the government, who

can order trains outside the concession or

through the option. We have seen these

options actually starting to be exercised.

For example as part of the Gold Coast

Light Rail Stage 2, additional rolling stock

was procured through the Stage 1 option.”

The tenderAfter the December 2017 RFP to

three shortlisted bidder consortia, the

procurement process continued through

toward the �nal bid deadline of late June

(2018), though the three-strong shortlist

did suffer a drop out in May.

Bombardier and Itochu’s

consortium advised by Macquarie Capital

exited, IJGlobal heard due to a change in

Bombardier’s global strategy.

That left two teams:

Momentum Trains, comprising

Construcciones y Auxiliar de Ferrocarriles

(CAF), Paci�c Partnerships, DIF and UGL,

and advised by MUFG Bank.

Regional Futures consortium

bringing together Downer, Plenary and

CRRC, and advised by Plenary.

The financingThe NSW government allocated a total

budget of A$2.8 billion ($1.99 billion) for

the project, based on a stated capital cost

of A$1.26 billion.

Momentum Trains signed the

concession agreement on 14 February

(2019) and reached �nancial close the

following day (15 February).

The leverage is between 85% and

90%, sources say. The sponsors’ equity

commitment is around A$114 million,

IJGlobal understands.

The state government has been able

to keep its availability payments per month

NSW Regional Rail, Australia

DEAL ANALYSIS: The innovative debt structure makes this deal a path�nder PPP in the Australian infrastructure market. By Alexandra Dockreay.

The state has gained �exibility on the

concession term and the structure may

appear on new PPPs – and not just for

rolling stock

AUSTRALIAN RAIL

100ijglobal.com Spring 2019

at a similar size to a much longer concession.

To accommodate �nancial

adviser MUFG, Momentum Trains has

structured debt with 35-year notional

amortisation period.

Debt is split between: A$1.025

billion senior term loan, with a seven-year

maturity, priced at a �xed margin of 150-

200bp above BBSY; and A$29 million debt

service reserve facility.

MUFG Bank provided the largest

ticket, with the other lenders including

CaixaBank, HSBC, Korea Development

Bank and Société Générale.

Banks started a syndication in

late February.

Equity repays before debtThe innovative debt structure may make

this a path�nder PPP for the infrastructure

market in Australia.

Firstly, the seven-year tenor is

assuming a re�nancing will take place

to get the debt out to the end of the

15-year operations. Meanwhile the debt

amortisation schedule is based on a curve

out to 35 years of operations.

The government, if it chooses to

wrap up the concession after 15 years,

would make a very signi�cant payment

on this occasion as its expiry payment,

to cover the reimbursement of all the

principal outstanding on the debt which

would feasibly be more than half the

A$1 billion.

This heavy reliance on the one-off

expiry payment to repay their debt puts

creditors ill at ease. The public sector

could make deductions if the condition

of the trains is not up to muster. And as

much as terms tightening the ability of the

state to make deductions was somewhat

reassuring to lenders, more stringent

contract modi�cations were needed.

Particularly raising creditors’

nerves was the disparity with the equity

repayment schedule, by which all equity

principal and the associated returns

would be repaid by the end of the 15-year

minimum operating period.

There is a lock-up to keep equity

distributions in the project company for

the 12-months leading up to that point.

Meanwhile, as is customary for

PPPs, independent certi�ers will make

an assessment of the �eet two or three

years out from the handback, assessing

any defects and devising a programme of

remedies for the train subcontractors to

address beforehand. The responsibility

to put up a bond for the state to hold of

around 120% of the value of outstanding

works is passed down from the project

company through to the subcontractor.

This will serve as a buffer, designed to avoid

deductions from the expiry payment.

Momentum TrainsThe Momentum Trains consortium’s equity

investor split is roughly: Paci�c Partnerships

(48%); CAF Investment Projects (26%);

and DIF Infrastructure V (26%).

Donnelly of Allens says: “For

CAF, this is their �rst time as an equity

participant in an Australian rolling

stock PPP. There has been a global trend

towards manufacturers investing equity,

for better alignment during delivery…”

Spain-based CAF will manufacture

the train �eet.

Meanwhile, Paci�c Partnerships’

parent – the CIMIC Group – has

subsidiary UGL on the project as the

contractor for the operation of the trains

and maintenance of the depot, and

another subsidiary CPB Contractors sub-

contracted to design and construct the

depot alongside CAF.

The project has procured 117

carriages (29 trains) which will be CAF

diesel/electric hybrids featuring reversible

seats, window blinds, charging points and

better overhead storage.

They will form 10 regional intercity

trains, nine short regional trains and 10

long regional trains.

NSW Minister for Transport and

Infrastructure Andrew Constance says:

“Building the new maintenance facility

in Dubbo is a major boost for regional

economies. Some 200 jobs will be created

during the construction phase, around

60 jobs during train completion works,

and around 50 permanent jobs during

ongoing operations, including a number of

apprenticeships and traineeships.”

AdvisersThe team advising Momentum Trains

on the deal included MUFG Bank

(�nancial adviser), Herbert Smith

Freehills (legal adviser), Advision

(technical adviser), KPMG (tax adviser)

and Aon (insurance adviser).

Meanwhile, Allens acted as legal

adviser to CAF Investment Projects,

DLA Piper advised Transport for NSW

and the lenders were advised by King &

Wood Mallesons.

December 2017

RFP issued

14 February 2019

Concession agreement signed

2023

Delivery of new trains starts

Timeline

June 2018

Final bids due

15 February 2019

Financial close

“It has become standard in Australian rolling stock PPPs for the state governments

to seek an option allowing them the �exibility to order

more trains.”